What changed in this filing

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Item 1. Business

2024-10-29 compared with 2023-10-30 · 257 added, 296 removed, 137 unchanged (80% of the section changed)

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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.

Our leading products include Zedge Ringtones and Wallpapers, which

we refer to as our “Zedge App,” 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.

which Goldman Sachs estimates is worth $250 billion globally.

1 According to Linktree, over 200 million individuals identify

as creators, people who use their influence, skill, and creativity to amass an audience and monetize it.

2 Furthermore, Influencer

Marketing Hub reports that out of 2,000 surveyed creators, 44.9% identify as full-time creators, 3 and Exploding Topics reports

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

4 We view the Creator Economy as an opportunity for Zedge to expand

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

Our Zedge App (which is named “Zedge Wallpapers” in the

App Store) 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, 2024, our Zedge App had been installed nearly 674 million times

since inception and, over the past two fiscal years, has had between 26.1 million and 32.2 million monthly active users (“MAU”),

ending with 26.1 million MAU as of July 31, 2024.

MAU is a key performance indicator (“KPI”) for our Zedge App 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, via ‘Zedge Premium,’ the section of our marketplace

where we offer premium content 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

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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

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.

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.

the zedge.net 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.

In April 2023,

we introduced a subscription tier in the iOS version of the app.

As of July 31, 2024, we had approximately 669,0000 active subscribers.

1 https://www.latimes.com/business/story/2024-01-08/creator-influencer-economy-2024-predictions-social-media-stars

2 https://linktr.ee/creator-report

3 https://influencermarketinghub.com/creator-earnings-benchmark-report

4 https://explodingtopics.com/blog/creator-economy-stats#

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

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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 .

Revamping the customer onboarding experience in order to maximize first time purchasers by

immediately drawing new players into simplified photo competitions that are limited to a

small audience taking place in a short time duration.

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

earn and spend dynamics, and introducing soft and premium currencies tied to resources and

Furthermore, we hope to introduce an advertising layer in the monetization stack

in the future.

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

Every month, GuruShots stages more than 300 competitions that result in players uploading in excess of 670,000 photographs and

casting close to 3.2 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.

GuruShots utilizes a ‘Free-to-Play’

business model and generates revenue through in-app purchases of virtual currency.

Players can use this currency to unlock competitions

or gain an edge by purchasing resources and participating in additional gameplay.

Over the past seven years, the monthly average paying

player spend has increased in excess of 9.9% annually to more than $50.9 per player.

In fiscal 2024, we revamped GuruShots’ customer

onboarding experience by guiding new players through simplified photo competitions of limited size and duration.

The upgrade was designed

to enhance the gaming experience for new players by increasing their potential for winning and providing immediate gratification.

new onboarding has shown improvements in engagement, retention, and revenue from new users.

In addition, we migrated to a coin-based economy

with multiple currencies in order to enable more players to earn and spend their currency on in-game resources.

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.

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

offer acquisition channel and platform (i.e., iOS, Android, and web), 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

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can significantly increase GuruShots’ player base.

Since the start of fiscal 2025, Cost per Install (CPI) have trended

down considerably leading us to believe that our efforts are yielding fruit.

It’s too early to say with conviction whether this

trend is sustainable as we scale user acquisition and whether these users will provide sufficient long-term ROI;

however, we believe that

these early results are encouraging.

Beyond our commitment to growing both the Zedge

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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.

Specifically, we plan to enable GuruShots players to become Zedge Premium artists and sell their photos to our audience

of 25+ million MAU (as of July 31, 2024) as standard digital images.

In addition, we are benefitting from the experience that the GuruShots

team possesses in 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.

One example is our hybrid casual title, ‘AI Art Master,’ which has been in soft-launch in the

Philippines, Poland, and India, that enables players to create generative AI images and compete in themed-based competitions with these

Based on analyzing user data and performing extensive user testing, we will determine whether to refine the user experience and

scale or cease development of this title.

In August 2021, we acquired Emojipedia Pty Ltd

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In July 2024, Emojipedia received approximately 37.6

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.

million monthly page views and has approximately 9.6 million monthly active users as of July 31, 2024 of which approximately 46.7% 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.

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.

to the Zedge App, and it was immediately accretive to earnings post acquisition in August 2021.

In the past year, we have made many changes

to Emojipedia including overhauling its backend, redesigning the Emojipedia website, and introducing new entertainment-focused features

We will continue to enhance this offering and are exploring additional new features which use artificial intelligence, some

of which will be released before the end of the calendar year.

Our vision is to provide tools that enable easy

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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 long-term strategy calls for creating and

supporting 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.

Using our current products as an example, GuruShots

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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.

We believe that adding the ability to sell their content to Zedge Marketplace’s 25+ 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

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our efforts on the following goals:

growing our user base, profitably .

We expect to continue devoting resources to growing

our user base profitably by:

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;

in growing our user base and improving profitably .

We expect to continue devoting resources to growing our user base profitably by:

analyzing user demographics to identify key segments that yield the highest profitability and quickest return on ad spend (ROAS);

testing to determine which user segments are most responsive to new offerings and crafting targeted marketing strategies based on those insights;

studying our users’ needs and enhancing our products to align with the preferences of our most profitable segments;

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;

exploring crossover marketing opportunities between user segments to maximize reach and engagement;

expanding our reach by collaborating with strategic partners.

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Continue developing monetization methods that will help us grow, including

advancements of the in-app economy, NFTs, subscription models, e-commerce, and new advertising

products, implementations, and optimizations.

We believe that our products and customer base

are attractive to advertisers, brands, artists, and players and will yield new monetization

opportunities.

In addition, we expect that we will be able to capitalize on cross marketing

our suite of products to this customer base.

advancements of the in-app economy, subscription models, e-commerce, and new advertising products, implementations, and optimizations.

For example, in fiscal 2024 we revamped our subscription offering and have experienced growth as a result of this overhaul.

that our products and customer base are attractive to advertisers, brands, artists, and players and will yield new monetization opportunities.

In addition, we expect that we will be able to capitalize on cross marketing our suite of products to this customer base.

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.

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.

For example, we launched pAInt, our generative AI wallpaper maker

in late 2022 in order to avail our consumers with the ability of becoming creators.

utilize data to improve user acquisition and customer engagement .

We plan to better utilize

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.

We plan to better utilize 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.

We have benefitted from the investment we have made in our data and business analytics

teams enabling us to make data driven decisions in shortened timeframes and also expand the number of A/B tests that we use to compare

various product changes.

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 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 .

We use our full-stack marketing team to scale user acquisition--both

paid and organic--invest in building and/or buying data analytic tools that provide valuable insights into our marketing initiatives and

focus on the evolving fields of search engine optimization and app store optimization.

We have also invested resources to improve product

marketing with the goal of driving engagement and retention.

Finally, we have utilized AI to quickly and efficiently create many different

creatives in order to attract new customers.

our revenue stack .

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

We plan to continue diversifying

our revenue streams by advancing our existing subscription offering, optimizing the newly introduced coin-based economy in GuruShots,

and introducing advertising into GuruShots.

Furthermore, we expect to continue testing our 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

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We benefit from having a large customer base.

As of July 31, 2023,

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.

As of July 31, 2024, the Zedge App had 26.1 million MAU, of which

approximately 21.1% were in well-developed markets and 78.9% 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 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.

our diverse customer base attracts advertisers seeking customers that have adequate disposable income to purchase their products and

Our 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 .

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.

The Zedge App has a global customer base of approximately 26 million MAU as of

July 31, 2024, 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

Knowledge of Gaming .

We have leaders with years of experience in building and operating

games of skill across digital platforms including iOS, Android, and web.

We intimately understand

game design, onboarding, game mechanics, LiveOps, feedback loops, in-game resource balancing,

We have leaders with years of experience in building and operating games of skill across digital platforms including

iOS, Android, and web.

We intimately understand game design, onboarding, game mechanics, LiveOps, feedback loops, in-game resource balancing,

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

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.

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

We do our best to provide our customers with high-quality products and superior

user experiences.

We prioritize our customers’ needs and believe that this focus is

critical for our long-term growth and expansion.

We invest significant resources in product

development, design, and usability.

We beta test product enhancements extensively and closely

monitor customer feedback to ensure that we meet users’ needs.

To date, our Zedge App

has received more than 11 million reviews in Google Play where it boasts a 4.6 star rating

out of a maximum of 5 stars.

GuruShots has a 4.5 star rating in the App Store albeit from

a universe of several thousand reviews.

We have a team of highly experienced professionals that take pride and ownership

in their work product.

Our diverse employee base is passionate about our product suite and

its mission to make our strategy a reality.

We do our best to provide our customers with high-quality products and superior user experiences.

We prioritize our customers’

needs and believe that this focus is critical for our long-term growth and expansion.

We invest significant resources in product development,

design, and usability.

We beta test product enhancements extensively and closely monitor customer feedback to ensure that we meet users’

To date, our Zedge App has received more than 15 million reviews in Google Play where it boasts a 4.7 star rating out of a maximum

GuruShots has a 4.4-star rating in the App Store albeit from a universe of several thousand reviews.

We have a team of highly experienced professionals that take pride and ownership in their work product.

Our diverse employee

base is passionate about our product suite and 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

and deep knowledge of the mobile app landscape who are highly focused on execution.

management team possesses a solid understanding of the mobile app industry, product design

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.

We have an experienced management team with longstanding tenure with the company and deep knowledge of the mobile app landscape

who are highly focused on execution.

Our core management team possesses a solid understanding of the mobile app industry, product design

and development, operations, and monetization.

Collectively, our management team has a proven

ability in building and scaling a business and pursuing opportunities with a manageable risk

Collectively, our management team has a proven ability in building and scaling a business

and pursuing opportunities with a manageable risk profile.

and diverse content catalog .

Our large and diverse catalog of content includes wallpapers,

ringtones, notification sounds, video wallpapers, photographs, and emojis.

With artists and

contributors spanning the globe, we have assembled a vast array of both User Generated (“UGC”)

and licensed content to meet the needs of our users.

Our large and diverse catalog of content includes wallpapers, ringtones,

notification sounds, video wallpapers, photographs, and emojis.

With artists and contributors spanning the globe, we have assembled a

vast array of both user generated and licensed content to meet the needs of our users.

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.

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

which they can make their content available to consumers.

Some of these platforms may have

better incentives, paid or other, that may potentially make them more attractive than our

In running our business, we compete 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 ecosystem in which they can make their content available

to consumers.

Some of these platforms may have better incentives, paid or other, that may potentially make them more attractive than

our marketplace.

● Advertisers .

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Game Developers .

Game developers that offer more engaging and interesting games.

competitors, many of whom we may not be aware of, may be more proficient at capitalizing

on user acquisition channels in order to gain access to large user bases and their network

effects to expand virally and quickly.

Game developers that offer engaging and interesting games.

These competitors, many of whom we may not be aware of,

may be more proficient at capitalizing on user acquisition channels in order to gain access to large user bases and their network effects

to expand virally and quickly.

● Alternative

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

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

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;

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

that allows the customer to selectively choose what they would like to personalize without

handing over the core elements of the native operating system to a third party and overwhelming

the user with a myriad of complex options;

that allows the customer to selectively choose what they would like to personalize without handing over the core elements of the native

operating system to a third party and overwhelming the user with a myriad of complex options;

content catalog;

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ranking and longevity.

● Rapid-Paced

and Changing World of Mobile App Development .

The mobile app eco-system changes quickly

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

mindshare, and money.

This is an ongoing competitive threat requiring us to do our best to

adapt as necessary to remain relevant and meaningful.

Rapid-Paced and Changing World of Mobile App Development .

The mobile app ecosystem changes quickly and regularly with new apps capturing massive audiences competing for consumers’ time, mindshare, and money.

This is an ongoing competitive threat requiring us to do our best to adapt as necessary to remain relevant and meaningful.

In 2003, Tom Arnoy, Kenneth Sundnes, and Paul

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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 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

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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

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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

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badges, and awards.

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

On a monthly basis, GuruShots users currently cast more than 3 billion “perceived votes” in more than

300 competitions.

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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

Our ecosystem 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,

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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.

a robust platform that allows us to ideate, test, analyze, and launch where warranted by the outcome.

We enhanced our users’ content creation

options with generative AI models, we embraced machine learning, including AI and LLM throughout our technology stack in order to improve

content 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.

on delivering the highest quality content to users while minimizing our infrastructure costs on used bandwidth.

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

Intellectual Property

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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,

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:

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

applied for trademark protection for “pAInt,” and “Zedge pAInt” in the United States, a stylized “D”

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

In addition, we have registered, amongst others,

the following domain names:

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

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

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.

We also acquired the following domain name registrations:

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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.

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 99 as of July 31, 2024.

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.

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

We do not maintain office space in the United States in light of having

a small domestic team.

We address certain aspects of our commercial operations, including accounting and finance, and business development

from the New York area.

We maintain leased facilities in Trondheim, Norway and Vilnius, Lithuania that accommodate our product, design,

monetization, marketing and technology teams, and in Tel Aviv, Israel that accommodates members of both the GuruShots and Zedge teams.

Our 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