What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-10-29 compared with 2023-10-30 · 558 added, 554 removed, 303 unchanged (79% of the section changed)

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with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.

(“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.

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”), ending with 30.9 million MAU as of July

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).

(“Zedge”) builds digital

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

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,’

which Goldman Sachs estimates is worth $250 billion globally.

5 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.

6 Furthermore, Influencer

Marketing Hub reports that out of 2,000 surveyed creators, 44.9% identify as full-time creators, 7 and Exploding Topics reports

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

8 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.

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

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

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

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

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.

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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 long term.

The Zedge Marketplace 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

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 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.

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

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

In late 2021, we introduced ‘NFTs Made Easy’ to a limited

number of Zedge Premium creators.

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, 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 its infancy.

Every month, GuruShots

stages more than 300 competitions that result in players uploading in excess of 750,000 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.

Some of these include:

New 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 benefits.

Furthermore, we have started preliminary testing of advertising on web and expect to extend that to the mobile apps during the summer.

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.

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

In April 2022, we acquired GuruShots Ltd, 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 its infancy.

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.

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

The 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, 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.

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.

To this end we have been developing a new hybrid casual title, ‘AI Art Master,’ which enables players to

create generative AI images and compete in themed based competitions with these images.

AI Art Master is currently in soft-launch in

the Philippines, Poland, and India with the goal of commercial launch in late 2023 or early 2024.

In August 2021, we acquired the assets of Emojipedia Pty Ltd (“Emojipedia”),

including Emojipedia.org 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.

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;

we believe that these early results are encouraging.

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 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,

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 2024, Emojipedia received approximately 37.6 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

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

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, formally 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, overhauling its backend, and redesigning the Emojipedia website.

We will continue to enhance this offering

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

Reportable Segments

Our business consists of two reportable segments.

CRITICAL ACCOUNTING POLICIES

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 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements and accompanying

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may change in subsequent periods.

Our critical accounting policies include those related to revenue recognition, business combination,

intangible and goodwill, capitalized software and technology development costs and stock-based compensation.

Management bases its estimates

and judgments on historical experience and other factors that are believed to be reasonable under the circumstances.

Actual results may

differ from these estimates under different assumptions or conditions.

Management bases its estimates and judgments on historical experience and other factors that are believed

to be reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

The methods, estimates, interpretations, and

judgments we use in applying our most critical accounting policies can have a significant impact on the results that we report in our

consolidated financial statements.

The SEC considers an entity’s most critical accounting policies to be those policies that are

both most important to the portrayal of the entity’s financial condition and results of operations and those that require the entity’s

most difficult, subjective, or complex judgments, often as a result of the need to make assumptions and estimates about matters that

are inherently uncertain.

We believe that the following critical accounting policies reflect the more significant judgments, estimates

and assumptions used in the preparation of our consolidated financial statements.

● Capitalized

software and technology development costs

● Stock-Based

See Note 1, Description of Business and Summary of Significant

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(1) Advertising;

(2) Paid Subscription;

(3) Other revenues including primarily Zedge Premium, the section of our marketplace where we

offer premium content (i.e., for purchase), and (4) Digital Goods and Services (from the GuruShots acquisition).

The substantial majority

of our revenue is generated from selling our advertising inventory (“Advertising Revenue”) to advertising networks, advertising

exchanges, and direct arrangements with advertisers.

Our monthly and yearly subscriptions allow users to prepay a fixed fee to remove

unsolicited advertisements from the Android Zedge App in January 2019 and the iOS Zedge App users that began in April 2023.

Premium, we receive 30% as a fee when users purchase licensed content using Zedge Credits or unlock licensed content by watching a video

or taking a survey on Zedge Premium.

(2) Paid Subscriptions;

(3) Other revenues (primarily from Zedge Premium) from the sale of premium content (i.e., for

purchase), and (4) Digital Goods and Services.

The substantial majority of our revenue is generated from selling our advertising inventory

(“Advertising Revenue”) to advertising networks and advertising exchanges.

Our weekly, monthly, yearly and life-time subscriptions

allow users to prepay a fixed fee to remove unsolicited advertisements from our Zedge App.

In Zedge Premium, we receive 30% as a fee

when users purchase licensed content using Zedge Credits or unlock licensed content by watching a video or taking a survey on Zedge Premium.

Sales and other similar taxes are excluded from revenues.

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Advertising Networks.

An advertising network is a third-party relationship where buyers of advertising inventory go to purchase either specific targeted inventory or a large scale of inventory at a set price.

Advertising Networks serve as an indirect source of advertising fill to a variety of branded ad campaigns and performance-based ad campaigns.

An advertising network is a third-party relationship where buyers of advertising

inventory go to purchase either specific targeted inventory or a large scale of inventory at a set price.

Advertising Networks serve

as an indirect source of advertising fill to a variety of branded ad campaigns and performance-based ad campaigns.

Advertising Exchanges.

An advertising exchange is similar to an advertising network, except that the exchange typically bids in real-time for inventory.

Advertisers may utilize an exchange when looking for scale or specific audiences, and accept that the price will vary based on when and how much volume of inventory they wish to buy.

Direct Sales to Advertisers.

In prior periods, sold, and currently retain the ability to sell, advertising directly to advertisers through contractual relationships.

These relationships historically offered higher than average pricing than realized from sales via advertising networks or advertising exchanges.

We had no direct sales of advertising during fiscal 2023 and 2022 and have no current expectation that this will represent a material portion of its sales in the near term.

An advertising exchange is similar to an advertising network, except that

the exchange typically bids in real-time for inventory.

Advertisers may utilize an exchange when looking for scale or specific audiences,

and accept that the price will vary based on when and how much volume of inventory they wish to buy.

We recognize advertising

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Paid Subscription Revenue:

in January 2019 and April 2023, we started offering monthly and yearly paid subscription services sold through Google Play and the App

Store, respectively.

When a customer subscribes, they execute a clickthrough agreement with Zedge outlining the terms and conditions

between Zedge and the subscriber.

Google Play and the App Store process subscription prepayment on Zedge’s behalf, and retain up

to 30% as a fee.

Both monthly and yearly subscriptions are nonrefundable after a period of seven days.

Paid subscriptions are automatically

renewed at expiration unless cancelled by subscribers.

While the customer can cancel at any time, he or she will not receive any refund

but will remain entitled to receive the ad free service until the end of the subscription period.

revenue for these contracts is recognized

on a daily ratable basis.

in January 2019 and April 2023, we started offering paid subscription services sold through Google Play and App Store, respectively.

When a customer subscribes, they execute a clickthrough agreement with Zedge outlining the terms and conditions between Zedge and the

Google Play and App Store process subscription prepayment on Zedge’s behalf, and retain a fee of up to 30%.

Subscriptions

are nonrefundable after a period of seven days.

Paid subscriptions are automatically renewed at expiration unless cancelled by subscribers.

While the customer can cancel at any time, he or she will not receive any refund but will remain entitled to receive the ad free service

until the end of the subscription period.

The duration of these contracts is daily, and revenue for these contracts is recognized on

a daily ratable basis.

The payment terms for subscriptions sold through Google Play is net 30 days after month-end.

terms for subscriptions sold through the App Store is net 45 days after month-end.

terms for subscriptions sold through App Store is net 45 days after month-end.

We recognize subscription revenue ratably over the subscription

periods which range from weekly, monthly, yearly and lifetime with an estimated lifespan of 30 months.

Zedge Premium :

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The content owner sets the price and the end user can purchase the content by paying for it with Zedge Credits, our closed virtual currency.

A user can earn Zedge Credits when taking specific actions such as watching rewarded videos or completing electronic surveys.

Alternatively,

users can buy Zedge Credits with an in-app purchase.

If a user purchases Zedge Credits (ranging from 500 credits for $0.99 to 700,000

credits for $999.99), Google Play or App Store retains 30% of the purchase price as its fee.

When a user purchases Zedge Premium content

using Zedge credits, the artist or brand receives 70% of the actual revenue after the Google Play or iTunes fee (“Royalty Payment”)

Alternatively, the content owner may opt to place some items behind video ad gates, in which case the end user can acquire the content

by watching a brief video ad.

A user can earn Zedge Credits when taking specific actions such as watching rewarded videos or completing

electronic surveys.

Alternatively, users can buy Zedge Credits with an in-app purchase.

If a user purchases Zedge Credits, Google Play

or App Store retains a fee of 30% of the purchase price.

When a user purchases Zedge Premium content using Zedge credits or watching

a rewarded video, the artist or brand receives 70% of the actual revenue after the Google Play or iTunes fee (“Royalty Payment”)

and we receive the remaining 30%, which is recognized as revenue.

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to its users.

GuruShots distributes its game to end customers through mobile platforms such as Apple’s App Store and Google Play

as well as via the web.

Through these platforms, users can download the free-to-play game and can purchase virtual goods which are redeemed

in the game to enhance their game-playing experience.

GuruShots distributes its game to the end customer through mobile platforms such as Apple’s App Store and Google

Play, as well as via the web.

Through these platforms, users can download the free-to-play game and can purchase virtual goods which

are redeemed in the game to enhance their game-playing experience.

Players can pay for

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its analysis of customer play behavior on a quarterly basis.

As discussed above, GuruShots

concluded that revenue related to the promise of enhancing users’ gaming experience through in-game resources purchases should be

recognized ratably over the period of benefit period (i.e., the period over which the enhanced gaming experience is provided).

for practical reasons, GuruShots does not defer the portion of revenue attributable to future uses of Resources as of any given balance

This is due to the duration of the enhanced gaming experience that is provided being, in substantially all of the cases, and

applying the portfolio approach (as GuruShots reasonably expects that the effects on the financial statements of applying ASC 606 guidance

to the portfolio would not differ materially from applying ASC 606 guidance to the individual contracts), a very short time frame ranging

from a few hours to less than two weeks.

Therefore, the result of recognizing the related revenues at the point in time which user first

consumes the respective Resource would yield a result that is not substantially different then ratable recognition over the period of

As discussed above,

GuruShots concluded that revenue related to the promise of enhancing users’ gaming experience through in-game resource purchases

should be recognized ratably over the period of benefit period (i.e., the period over which the enhanced gaming experience is provided).

However, for practical reasons, GuruShots does not defer the portion of revenue attributable to future uses of resources as of any given

balance sheet date.

This is due to the duration of the enhanced gaming experience that is provided being, in substantially all of the

cases, and applying the portfolio approach (as GuruShots reasonably expects that the effects on the financial statements of applying

ASC 606 guidance to the portfolio would not differ materially from applying ASC 606 guidance to the individual contracts), a very short

time frame ranging from a few hours to less than two weeks.

Therefore, the result of recognizing the related revenues at the point in

time which user first consumes the respective resource would yield a result that is not substantially different then ratable recognition

over the period of benefit.

Accordingly, revenue is recognized once the virtual goods are sold.

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We report subscription revenue gross of the fee

retained by Google Play and the App Store, as the subscriber is our customer in the contract and we control the service prior to the

transfer to the subscriber.

retained by Google Play and App Store, as the subscriber is our customer in the contract and we control the service prior to the transfer

to the subscriber.

With respect to Zedge Premium, Zedge, as provider

of the platform, is effectively operating as a broker or intermediary connecting online content providers with the end user.

use gross revenue (net of the 30% fee retained by Google Play or AppStore when a user purchases Zedge Credits) as a performance

use gross revenue (net of the 30% fee retained by Google Play or App Store when a user purchases Zedge Credits) as a performance

metric, we record net revenue from Zedge Premium which consists of a 30% platform fee, in-app purchases profit and breakage.

providers are paid their portion of revenue which is a 70% share of the gross revenue calculated.

Business Combinations and Contingent Considerations

We account for business combinations using the

acquisition method of accounting.

We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and

liabilities assumed and contingent considerations based on their estimated fair values at the relevant acquisition date.

The excess of

the purchase price over those fair values is recorded as goodwill.

During the measurement period, which may be up to one year from the

acquisition date, we may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill.

the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes

first, any subsequent adjustments are recorded to the consolidated statements of (loss) income and comprehensive (loss) income.

Acquisition-related

costs are recognized separately from the acquisition and are expensed as incurred.

The fair value of contingent consideration includes

estimates and judgments made by management regarding the probability that future contingent payments will be made.

For contingent consideration, we update these

estimates and the related fair value of contingent consideration using a Monte Carlo simulation at each reporting period based on the

estimated probability of achieving the earn-out targets and applying a discount rate that measures the risk associated with the expected

contingent payments.

Changes in the fair value can result from changes pertaining to the achievement of the defined milestones and changes

in assumed discount rates.

Changes in the fair value of contingent consideration are recorded in our consolidated statements of (loss)

income and comprehensive (loss) income.

To the extent our estimates change in the future regarding the likelihood of achieving these targets,

we would need to record adjustments to our contingent consideration liabilities.

The inputs used to calculate the fair value of the contingent

consideration liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment.

See Note 3, Fair Value Measurement, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K,

for additional disclosure regarding fair value of financial instruments.

Intangible Assets-Net

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over its fair value.

There were no impairment charges recorded in the fiscal years ended July 31, 2023 and 2022 presented in the accompanying

consolidated financial statements.

We recorded $11.9 million impairment charges in Q2 of our fiscal year ended July 31, 2024.

Goodwill represents the excess of purchase price

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Assets-Net and Goodwill , for additional information) to the Consolidated Financial Statements in Item 8 of this Annual Report on

Capitalized software and technology development costs

Software and technology development activities generally fall into

three stages:

Planning Stage activities include developing a project or business plan that outlines the goals for the content distribution platform or new product or service;

Capitalized software and technology development

Capitalized Software and Technology Development Costs-Internal-Use

Software and technology development activities

generally fall into three stages:

Stage activities include developing a project or business plan that outlines the goals for the content distribution platform

or new product or service;

determining the functionality;

identifying hardware and software applications that will achieve functionality, security, and traffic flows;

and selecting the internal resources that will be assigned to the project as well as the external vendors where applicable.

Application and Infrastructure Development Stage activities focus on acquiring or developing hardware and software to operate a content distribution platform or new product and service;

Post-Implementation/Operating Stage activities address training, administration, maintenance, and all other activities to operate an existing content distribution platform or new product or service.

identifying hardware and software applications that will achieve functionality,

security, and traffic flows;

and selecting the internal resources that will be assigned to the project as well as the external vendors

where applicable.

and Infrastructure Development Stage activities focus on acquiring or developing hardware and software to operate a content distribution

platform or new product and service;

Post-Implementation/Operating

Stage activities address training, administration, maintenance, and all other activities to operate an existing content distribution

platform or new product or service.

During the Planning Stage, we charge all costs to expense as incurred.

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Amortization of these costs is included in depreciation

and amortization in the statement of comprehensive income.

and amortization in the consolidated statements of operations and comprehensive loss.

Capitalized Software and Technology Development Costs-Software

to Be Sold, Leased, or Marketed

We expense research and development costs incurred

in the process of software development until technological feasibility has been established for the product.

Once technological feasibility

has been established, software costs are capitalized until the product is available for general release to customers.

Costs incurred

from the time that the product is available for general release to customers are expensed as incurred.

Costs related to upgrades and

enhancements are capitalized only if they result in added functionality or marketability of the original product.

The amortization of these capitalized costs begins

when a product is available for general release to customers and is computed on a product-by-product basis at a rate not less than straight-line

basis over the product’s estimated economic life.

At each balance sheet date, we compare the unamortized capitalized costs to the

net realizable value of that product and write off the amount by which the unamortized capitalized costs of that product exceed its net

realizable value.

Amortization of these costs is included in depreciation

and amortization in the consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

We account for our share-based compensation arrangements

in accordance with ASC 718, “Compensation-Stock Compensation” (“ASC 718”) which requires the measurement and recognition

of compensation expense for all share-based payment awards to employees and directors based on estimated fair values on the grant date.

Compensation cost for awards is recognized using the straight-line method over the vesting period or the graded vesting method if awards

with market or performance conditions include graded vesting features or if an award includes both a service condition and a market or

performance condition.

Stock-based compensation is included in selling, general and administrative expense in the consolidated statements

of (loss) income and comprehensive (loss) income.

See Note 1, Description of Business and Summary

of Significant Accounting Policies, to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report, for discussion

of new accounting pronouncements.

Geo-Political and Macroeconomic Conditions and the COVID-19 Pandemic

We are subject to risks and uncertainties caused by events with significant

macroeconomic impacts, including but not limited to, Russia’s invasion of Ukraine, rising interest rates, actions taken to counter

inflation, reduced consumer confidence, supply side disruptions, and the COVID-19 pandemic.

The future and full impact that these factors

may have on our business, financial condition, and results of operations is unclear.

The risks related to our business are further described

in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and those discussed under

Item 1A to Part I “Risk Factors” in the Form 10-K.

Impact of Russia’s Invasion of Ukraine

We are closely monitoring the current and potential impact on our

business, our people, and our users/customers as Russia’s war with Ukraine evolves.

We have taken steps to comply with applicable

domestic and international regulatory restrictions on international trade and financial transactions.

Revenues associated with our users/customers

in Russia and Belarus are not material to our consolidated financial results, and we anticipate that blocking Russian and Belarus users/customers’

access to our mobile app and web platforms will not have a material impact on our business.

Management and our Board of Directors are

monitoring the regional and global ramifications of the continuing events.

Impact of Israel-Hamas War

Given our operations in Israel, the impact of economic, political,

geopolitical, and military conditions in the region directly affects us, including conflicts involving missile strikes, infiltrations,

and terrorism.

Notably, on October 7, 2023, Hamas launched attacks in southern Israel, resulting in casualties and military engagement.

In addition, Hezbollah, another terrorist organization based in Lebanon has been indiscriminately shelling Israel.

The extent and duration

of this conflict remain uncertain, potentially involving other groups.

Israel’s response led to the mobilization of reservists, affecting

our workforce.

Prior to this, changes in Israel’s judicial system had already raised concerns about the business environment, compounded

by recent events, potentially impacting foreign investment, currency fluctuations, credit ratings, interest rates, and security markets.

Furthermore, regional political unrest and threats from extremist groups, notably Iran, pose additional risks.

Management and our Board

of Directors are closely monitoring the situation in Israel to address potential business disruptions and implications.

COVID-19 Update

Although the World Health Organization declared in early May of 2023

that COVID-19 no longer constitutes a public health emergency we continue to actively monitor the COVID-19 developments and potential

impact on our employees, business and operations.

The effects of COVID-19 did not have a material impact on our result of operations

or financial condition for the fiscal year ended July 31, 2023.

However, given the evolution of the COVID-19 situation, and the global

responses to curb its spread, we are not able to estimate the effects COVID-19 may have on our future results of operations or financial

in accordance with ASC 718, “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation

expense for all share-based payment awards to employees and directors based on estimated fair values on the grant date.

Compensation cost

for awards is recognized using the straight-line method over the vesting period or the graded vesting method if awards with market or

performance conditions include graded vesting features or if an award includes both a service condition and a market or performance condition.

Stock-based compensation is included in selling, general and administrative expense in the consolidated statements of operations and comprehensive

We recognize deferred tax assets and liabilities

for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts

of existing assets and liabilities and their respective tax basis.

A valuation allowance is provided when it is more likely than not

that some portion or all of a deferred tax asset will not be realized.

The ultimate realization of deferred tax assets depends on the

generation of future taxable income during the period in which related temporary differences become deductible.

We consider the scheduled

reversal of deferred tax assets and liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation

Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in income in the period that includes the enactment date of such change.

We use a two-step approach for recognizing and

measuring tax benefits taken or expected to be taken in a tax return.

We determine whether it is more-likely-than-not that a tax position

will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits

of the position.

In evaluating whether a tax position has met the more-likely-than-not recognition threshold, We presume that the position

will be examined by the appropriate taxing authority that has full knowledge of all relevant information.

Tax positions that meet the

more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the consolidated financial

The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon

ultimate settlement.

Differences between tax positions taken in a tax return and amounts recognized in the consolidated financial statements

will generally result in one or more of the following:

an increase in a liability for income taxes payable, a reduction of an income

tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability.

We classify interest and penalties on income

taxes as a component of income tax expense included in the provision for (benefit from) income taxes line item in our consolidated statements

of operations and comprehensive loss.

Trends and Uncertainties

Current Economic Conditions

As a majority of our users and our

day-to-day operations including software developments and sales and marketings occurs outside of the United States, we are exposed

to and impacted by global macroeconomic factors, U.S.

and foreign government policies and foreign exchange fluctuations.

uncertainty surrounding macroeconomic factors in the U.S., and globally, characterized by the supply chain environment, inflationary

pressure, and workforce reductions.

We believe these macroeconomic conditions coupled with the global political climate and unrest,

including the ongoing Israel-Hamas war, will have a significant impact on advertising spend which accounts for approximately 70% of

our revenue in fiscal 2024.

In addition, although we currently do not believe inflation in the costs and expenses will have a

material impact on our results of operations, it is possible that elevated inflation could increase our direct cost of revenues

and/or operating expenses and reduce our gross profit and net income.

The Israel-Hamas War

Given our operations in Israel, the impact of

economic, political, geopolitical, and military conditions in the region directly affects us, including conflicts involving missile strikes,

infiltrations, and terrorism.

Notably, on October 7, 2023, Hamas launched attacks in southern Israel, resulting in casualties and military

In addition, Hezbollah, another terrorist organization based in Lebanon has been indiscriminately shelling Israel since October

The extent and duration of this conflict remain uncertain, potentially involving other groups.

Israel’s response led to

the mobilization of reservists, affecting our workforce.

Prior to this, changes in Israel’s judicial system had already raised

concerns about the business environment, compounded by recent events, potentially impacting foreign investment, currency fluctuations,

credit ratings, interest rates, and security markets.

Furthermore, regional political unrest and threats from extremist groups, notably

Iran, pose additional risks.

Management and our Board of Directors are closely monitoring the situation in Israel to address potential

business disruptions and implications.

Key Performance Indicators

Our results of operations discussion includes

disclosure of two key performance indicators - Monthly Active Users (MAU) and Average Revenue Per Monthly Active User (ARPMAU).

a key performance indicator that captures the number of unique users that used our Zedge App in the last thirty days of the relevant

period, which is important to understanding the size of the user base for our Zedge App which is a significant driver of revenue.

and trends in MAU are useful for measuring the general health of our business, gauging both present and potential customers’ experience,

assessing the efficacy of product improvements and marketing campaigns and overall user engagement.

ARPMAU is valuable because it provides

insight into how well we monetize our users and the changes and trends in ARPMAU are indications of how effective our monetization investments

disclosure of four key performance indicators - Monthly Active Users (MAU) and Average Revenue Per Monthly Active User (ARPMAU) for our

Zedge App and Monthly Active Payers (MAP) and Average Revenue Per Monthly Active Payer (ARMAP) for GuruShots.

Zedge App’s MAU and ARPMAU

MAU is a key performance indicator that captures

the number of unique users that used our Zedge App in the last thirty days of the relevant period, which is important to understanding

the size of the user base for our Zedge App which is a significant driver of revenue.

Changes and trends in MAU are useful for measuring

the general health of our business, gauging both present and potential customers’ experience, assessing the efficacy of product

improvements and marketing campaigns and overall user engagement.

ARPMAU is valuable because it provides insight into how well we monetize

our users and the changes and trends in ARPMAU are indications of how effective our monetization investments are.

As of July 31, 2024 MAU declined 15.5% year over

year primarily to attrition in both developed markets and emerging markets.

Additionally, we have experienced a continuing shift in the

regional customer make-up with MAU in emerging markets (particularly India) representing an increasing portion of our user base.

July 31, 2023, users in emerging markets represented 78% of our MAU compared to 77% a year prior.

This shift has negatively impacted

revenue because advertising rates in emerging markets are materially lower than in well-developed markets.

ARPMAU declined 5.5% for the three months ended

July 31, 2023 when compared to the same period a year ago, primarily due to macroeconomic condition that impacted our advertising revenue

and subscription revenue.

year primarily due to attrition in both developed markets and emerging markets.

Additionally, we have experienced a continuing shift

in the regional customer make-up with MAU in emerging markets (particularly India) representing an increasing portion of our user base.

As of July 31, 2024, users in emerging markets represented 78.9% of our MAU compared to 78.0% a year prior.

This shift has negatively

impacted revenue because advertising rates in emerging markets are materially lower than in well-developed markets.

ARPMAU increased 43.3% for the three months ended

July 31, 2023 when compared to the same period a year ago, primarily due to higher advertising rate and higher subscription revenue.

The following tables present the MAU – Zedge App and ARPMAU

1 unchanged sentence

Three Months Ended July 31,

(in millions, except ARPMAU - Zedge App)

(in millions, except percentages and ARPMAU - Zedge App)

MAU- Zedge App

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Monthly Active Payers (“MAPs”).

a MAP as a unique active user on the GuruShots app or GuruShots.com in a month that completed at least one in-app purchase (“IAP”)

during that time period.

MAPs for a time period longer than one month are the average MAPs for each month during that period.

the number of MAPs by aggregating certain data from third-party attribution platforms.

We define a MAP as a unique active user on the GuruShots app or GuruShots.com in a month that completed at least one in-app purchase

(“IAP”) during that time period.

MAPs for a time period longer than one month are the average MAPs for each month during

We estimate the number of MAPs by aggregating certain data from third-party attribution platforms.

Average Revenue Per Monthly Active Payer (“ARPMAP”).

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ARPMAP shows how efficiently we are monetizing each MAP.

The following table shows our MAP and ARPMAP for the three months

ended July 31, 2023 and 2022.

Three Months Ended

(in thousands, except ARPMAP)

The following table shows our MAP and ARPMAP

for the three months ended July 31, 2024 as compared to the same period a year ago:

Three Months Ended July 31,

Monthly Active Payers

Average Revenue per Monthly Active Payer

The following charts present the MAP and ARPMAP – GuruShots

for the consecutive eight quarters ended July 31, 2023:

Our KPIs related to GuruShots are not based on any standardized industry

methodology and are not necessarily calculated in the same manner that other companies or third parties may use to calculate these or

similarly titled measures.

The numbers that we use to calculate MAP and ARPMAP are derived from data that we generate internally.

these numbers are based on what we believe to be reasonable judgments and estimates for the applicable period of measurement, there are

inherent challenges in measuring usage and engagement.

We regularly review and may adjust our processes for calculating our internal

metrics to improve their accuracy.

The following charts present the MAP and ARPMAP

– GuruShots for the consecutive eight quarters ended July 31, 2024:

Our KPIs related to GuruShots are not based on

any standardized industry methodology and are not necessarily calculated in the same manner that other companies or third parties may

use to calculate these or similarly titled measures.

The numbers that we use to calculate MAP and ARPMAP are derived from data that we

generate internally.

While these numbers are based on what we believe to be reasonable judgments and estimates for the applicable period

of measurement, there are inherent challenges in measuring usage and engagement.

We regularly review and may adjust our processes for

calculating our internal metrics to improve their accuracy.

Results of Operations

2 unchanged sentences

Fiscal Year Ended

(in thousands)

(in thousands, except percentages)

Direct cost of revenues

1 unchanged sentence

Depreciation and amortization

Goodwill impairment

Impairment of intangible assets

Impairment of goodwill

Change in fair value of contingent consideration

(Loss) income from operations

Loss from operations

Interest and other income, net

Net income (loss) resulting from foreign exchange transactions

(Benefit from) provision for income taxes

Net (loss) income

Net (loss) income resulting from foreign exchange transactions

Income tax benefit

nm-not meaningful

Comparison of Our Results of Operations for the fiscal years ended

July 31, 2024 and 2023

The following table sets forth the composition

of our revenues for the fiscal years ended July 31, 2023 and 2022:

Fiscal Years Ended

(in thousands)

of our revenues for the periods indicated:

Fiscal Year Ended July 31,

(in thousands, except percentages)

Zedge Marketplace

Advertising revenue

1 unchanged sentence

Other revenues

Total Zedge App revenue

Total Zedge Marketplace revenue

Digital goods and services

Total revenue

* Year over year percentage change is not meaningful due to the stub

period from April 13, 2022 to July 31, 2022.

Advertising revenue .

revenue decreased 10% from $20.3 million in fiscal 2022 to $18.3 million in fiscal 2023 primarily due to lower media advertising spending

caused by negative macroeconomic conditions, including related to rising interest rate and recession concerns.

Paid subscription revenue .

Gross subscription

revenue on the Android platform decreased 8% to $3.3 million in fiscal 2023 from $3.6 million in fiscal 2022.

Subscription revenue recognized

on the Android platform also decreased 8% to $3.4 million in fiscal 2023 from $3.7 million in fiscal 2022.

Our active subscriptions decreased

by 65,000 or 9% from 692,000 as of July 31, 2022 to 627,000 as of July 31, 2023 primarily due to the new subscriptions not offsetting

churn, and our average active subscribers decreased by 11% during the same period.

Our average monthly revenue per active subscription

increased 4.8% to $0.44 in fiscal 2023 from $0.42 in fiscal 2022 due to revenue mix (more monthly subscriptions in fiscal 2023 compared

to fiscal 2022).

Beginning in August 2023, we rolled out lifetime subscriptions for Android users and the initial results were quite encouraging,

although there can be no assurance that the trend will continue.

The following table summarizes subscriptions and

subscription revenue from the Android platform for the fiscal years ended July 31, 2023 and 2022.

We began our subscription offering on

the iOS platform in late April 2023 and the associated revenue for the three months ended July 31, 2023 was not material.

The following table summarizes our subscription

revenue for the periods indicated:

Fiscal Year Ended July 31,

(in thousands, except revenue per subscriber and percentages)

Active subscriptions net decrease*

Subscription Revenue

Active subscriptions net increase (decrease)

Active subscriptions at end of period

1 unchanged sentence

Average monthly revenue per active subscription

* Android Only

Digital Goods and Services .

Digital Goods

and Services revenue were $4.6 million for the twelve months ended July 31, 2023 as compared to $1.7 million for the period from April

13, 2022 to July 31, 2022.

Since the closing of the acquisition, GuruShots has experienced downward trajectory in both MAP and ARPMAP.

As shown in the table above under the discussion of Key Performance Indicators, MAP and ARPMAP declined 22% and 10% respectively for the

three months ended July 31, 2023 when compared to the same period a year ago.

The decline in MAP can be attributed primarily to Apple’s

App Tracking Transparence (“ATT”) framework which impeded our ability to invest in paid user acquisition (“PUA”)

campaigns profitably in terms of return on ad spend or (“ROAS”).

As such, we scaled back our PUA spend for GuruShots in fiscal

2023 while continuously testing with new campaigns and creatives in order to unearth attractive ROAS scaling opportunities.

in ARPMAP was primarily due to the negative macroeconomic conditions caused by the rising interest rate and recession fear throughout

Other Revenue .

Other revenue consists

primarily of Zedge Premium revenue.

Zedge Premium gross revenue increased 2.3% while net revenue was flat year over year.

The following

table summarizes Zedge Premium gross and net revenue for the fiscal year ended July 31, 2023 and 2022.

Fiscal Year Ended

(in thousands)

nm-not meaningful

The following table presents

a reconciliation of subscription billings to the most directly comparable GAAP financial measures for the fiscal years ended July 31,

2024 and 2023.

We calculate subscription billings by adding the change in subscription deferred revenue between the start and end of

the period to subscription revenue recognized in the same period.

Subscription billings is a performance measure that we believe provides

useful information to our management and investors as it allows us to better track the growth of the subscription-based portion of our

business, which is a critical part of our business plan.

The $1.4 million increase in deferred revenue for the 12-month period ended

July 31, 2024 was primarily attributable to the life-time subscription offering we introduced in fiscal 2024.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Subscription Revenue

Changes in subscription deferred revenue

Subscription Billings (Non-GAAP)

nm-not meaningful

The following table summarizes Zedge Premium

gross and net revenue for the fiscal years ended July 31, 2024 and 2023.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Zedge Premium-gross revenue (“GTV”)

Zedge Premium-net revenue

For the twelve months ended

July 31, 2024, our advertising revenue increased by $2.8 million, or 15.2%, from the prior 12-month period primarily due to the increase

in price per advertising impression paid by the advertisers on our platform which was driven by increased competition for our ad inventory.

For the twelve months ended

July 31, 2024, our subscription revenue increased by $0.9 million, or 24.7%, from the prior 12-month period primarily due to a new iOS

subscription offering we introduced in April 2023 and the lifetime subscriptions for Android we rolled out in August 2023.

Both initiatives

contributed to the $2.2 million increase in subscription billings for the twelve months ended July 31, 2024, or 62.8%, from the prior

For the twelve months ended

July 31, 2024, our other revenue increased by $0.4 million, or 47.1%, from the prior year period.

The increase in fiscal 2024 was primarily

due to Zedge Premium net revenue growth which increased $0.4 million, or 44.8%, compared to fiscal 2023.

Zedge Premium gross margin was

56% in fiscal 2024 compared to 53% in fiscal 2023.

We introduced certain AI generative features in our Zedge App in fiscal 2024 which

contributed in part to the higher gross margin in fiscal 2024 as we keep 100% of the associated revenue, i.e.

no royalty payment owed

to the content creators.

For the twelve months ended July 31, 2024, Digital

Goods and Services revenue decreased by $1.2 million, or 25.2% from the prior year period primarily due to the 26.3% decrease in GuruShots’

MAPs year over year.

Direct cost of revenues .

cost of revenues consists primarily of content hosting, content serving and filtering, and data analytic tools.

Fiscal Year Ended

(in thousands)

Direct cost of revenues consists primarily of content hosting, content serving and filtering, and data analytic tools, excluding

amortization of capitalized software and technology development costs for both internal used software and software to be sold, leased,

Fiscal Year Ended July 31,

(in thousands, except percentages)

Direct cost of revenues

As a percentage of revenues

Direct cost of revenues increased 37% in fiscal

2023 to $2.2 million from $1.6 million in fiscal 2022, primarily attributable to the full year effect of the cloud hosting costs related

to GuruShots.

As a percentage of revenue, direct cost of revenues

in fiscal 2023 were 8.2% as compared to 6.2% in fiscal 2022.

The higher percentage in fiscal 2023 can be attributed to GuruShots’

lower revenue base and relatively high direct cost of revenues.

Direct cost of revenues in fiscal 2024 decreased

by $0.4 million, or 17.1%, compared to fiscal 2023 primarily due to the revamping of our backend infrastructure as part of the cost reduction

initiatives implemented during Q3 fiscal 2023.

As a result, direct cost of revenues as percentage of revenue in fiscal 2024 declined

to 6.2% from 8.2% in fiscal 2023.

Selling, general and administrative expense .

Selling, general and administrative expense (“SG&A”) consists mainly of payroll, benefits, facilities, marketing (primarily

PUA), consulting, professional fees, software licensing (“SaaS”) and public company related expenses.

Fiscal Year Ended

(in thousands)

Selling, general and administrative expense (“SG&A”) consists mainly of payroll and benefits, user acquisition costs,

stock-based compensation expense (as discussed below), third-party payment processing fee relate to in-app purchases, marketing, consulting,

professional fees, software licensing fees, recruiting fees, facilities and public company related expenses.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Selling, general and administrative

As a percentage of revenues

SG&A expense increased 45%, or $6.8 million

in fiscal 2023 to $21.9 million from $15.1 million in fiscal 2022.

This increase was primarily attributable to the effect of consolidating

GuruShots’ operating results for twelve months in fiscal 2023 versus the period from April 13, 2022 to July 31, 2022.

compensation as discussed below, PUA, higher professional and consulting fees also contributed in part to the increase in SG&A year

We started investing in PUA during fiscal 2023 to counter the decline in organic installs of our Zedge App.

We expect to increase

our PUA spend in fiscal 2024 provided the ROAS remains compelling.

As a percentage of our total revenue, SG&A

expense in fiscal 2023 was 80.2% as compared to 56.7% in fiscal 2022.

The higher percentage in fiscal 2023 can be attributed to the full

year effect of consolidating GuruShots’ operations in fiscal 2023 as compared to a short year period in fiscal 2022 (April 13, 2022

to July 31, 2022).

Our headcount totaled 94 as of July 31, 2023,

relatively stable from the staffing level as of July 31, 2022.

SG&A expense in fiscal

2024 increased by $3.8 million, or 17.2%, compared to fiscal 2023.

The increase was primarily due to an increase of $3.8 million in user

acquisition costs offset by a decrease of $0.4 million in stock-based compensation.

We ramped up paid user acquisition for the Zedge

App significantly but scaled back paid user acquisition for GuruShots in fiscal 2024 when compared to fiscal 2023.

As a percentage of

revenue, SG&A expense was 85.2% in fiscal 2024 compared to 80.2% in fiscal 2023.

Our headcount was 99 and 95 as of July 31, 2024

and 2023 respectively.

The majority of our employees are based in Lithuania and Israel.

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expense for the fiscal year ended July 31, 2024 and 2023.

Fiscal Year Ended

(in thousands)

Fiscal Year Ended July 31,

(in thousands, except percentages)

Stock-based compensation expense

Stock-based compensation expense increased $0.6

million or 30% in fiscal 2023 to $2.5 million from $1.9 million in fiscal 2022 primarily due to the equity-based compensation expenses

related to the restricted stock issued in connection with the GuruShots acquisition.

Stock-based compensation expense in fiscal 2024

decreased by $0.4 million, or 15.0%, compared to fiscal 2023.

The decrease was primarily attributable to the lower compensation expense

related to deferred stock unit (“DSU”) grants with both service and market conditions which are recognized based on the graded

vesting method.

Depreciation and amortization .

and amortization expense consists mainly of amortization of intangible assets related to the GuruShots and Emojipedia acquisitions, capitalized

software and technology development costs of our internal developers on various projects that we invested in specific to the various platforms

on which we operate our mobile app service.

Fiscal Year Ended

(in thousands)

and amortization expense consists mainly of amortization of intangible assets related to the GuruShots (prior to the full impairment

charge of $11.9 million recorded in Q2 of our fiscal 2024) and Emojipedia acquisitions, capitalized software and technology development

costs of our internal developers on various projects that we invested in specific to the various platforms on which we operate our service.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Depreciation and amortization

As a percentage of revenues

Depreciation and amortization expense increased

$1.3 million or 66 % in fiscal 2023 to $3.2 million from $2.0 million in fiscal 2022, primarily due to the amortization of intangible

assets acquired in connection with the GuruShots acquisition.

Goodwill impairment.

We performed an interim impairment

assessment during the Q3 of fiscal 2023 and determined that the fair value of the GuruShots reporting unit exceeded its carrying value

and recorded a $8.7 million goodwill impairment charge in the three months ended April 30, 2023.

Please see Note 7, Intangible Assets,

Net and Goodwill , to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Contingent Consideration Fair Value Change.

During fiscal 2023, we recorded a $1.9 million net benefit related to the change in fair value of our contingent consideration payable

(related to the GuruShots acquisition) in addition to the $4.0 million net benefit recorded in fiscal 2022.

In effect, we reduced the

amount payable from $5.9 million to $0, due to the decrease in the likelihood that certain contingent milestones would be achieved.

Depreciation and amortization expense in fiscal

2024 decreased by $0.8 million, or 24.9%, compared to fiscal 2023, primarily due to the $11.9 million impairment charge of intangible

assets recorded in Q2 of fiscal 2024 discussed below.

Impairment of intangible assets .

We performed an impairment assessment of intangible assets of our GuruShots reporting segment in Q2 of fiscal 2024 and determined that

its fair value was approximately $0 and recorded a full impairment charge of $11.9 million, as more fully described in Note 7, Intangible

Assets, Net and Goodwill , to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional

Impairment of goodwill.

an interim impairment assessment of goodwill during Q3 of fiscal 2023 and determined that the fair value of the GuruShots reporting unit

exceeded its carrying value and recorded a $8.7 million goodwill impairment charge in Q3 of fiscal 2023, as more fully described in Note

7, Intangible Assets, Net and Goodwill , to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form

10-K for additional information.

Change in fair value of contingent consideration.

During fiscal 2023, we recorded a $1.9 million net benefit related to the change in fair value of our contingent consideration

payable (related to the GuruShots acquisition) in addition to the $4.0 million net benefit recorded in fiscal 2022.

In effect, we reduced

the amount payable from $5.9 million to $0, due to the decrease in the likelihood that certain contingent payment milestones would be

Interest and other income, net.

The increase in interest and other income, net in fiscal 2023 when compared to fiscal 2022 was primarily due to higher interest rates

earned on our cash balances in fiscal 2023 compared to fiscal 2022.

Fiscal Year Ended

(in thousands)

Fiscal Year Ended July 31,

(in thousands, except percentages)

Interest and other income, net

As a percentage of revenues

Net income (loss) resulting from foreign exchange transactions .

Net income (loss) resulting from foreign exchange transactions is comprised of gains and losses generated from movements in Norwegian

Krone (“NOK”) and Euros (“EUR”) relative to the U.S.

Dollar, including gains or losses from our currency hedging

Fiscal Year Ended

(in thousands)

Net income (loss) resulting from foreign exchange transactions

The increase in interest and other income, net

in fiscal 2024 when compared to fiscal 2023 was due primarily to higher interest income earned on our cash and cash equivalents and lower

interest expense resulting from the $2 million prepayment of term loan in November 2023, offset by a $50,000 impairment charge related

to our investment in a privately held company of which the carrying value was reduced to $0 as of October 30, 2023.

Net (loss) income resulting from foreign

exchange transactions .

Net (loss) income resulting from foreign exchange transactions is comprised of gains and losses generated

from movements in Norwegian Krone (“NOK”) and Euros (“EUR”) relative to the U.S.

Dollar, including gains or losses

from our currency hedging activities.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Net (loss) income resulting from foreign exchange transactions

As a percentage of revenues

nm-not meaningful

In fiscal 2023 and 2022, we incurred income of

$14,000 and losses of $368,000, respectively, from NOK and EUR hedging activities.

(Benefit from) provision for income taxes .

During fiscal 2023, we had pretax loss of about $6.6 million in respect of which we accrued $0.5 million in income tax benefit, an effective

tax rate of 7.0% which is lower than the statutory rate primarily due to the $8.7 million goodwill impairment charge and $1.9 million

change in fair value of contingent consideration.

During fiscal 2022, we had pretax income of about $11.6 million in respect of which

we accrued $1.9 million in income tax expenses, an effective tax rate of 16.3% which is lower than the statutory rate primarily due to

the $4.0 million change in fair value of contingent consideration.

See Note 12, Income Taxes , to the Consolidated Financial Statements

in Part II, Item 8 of this Annual Report on Form 10-K, for information regarding income taxes.

Fiscal Year Ended

(in thousands)

In fiscal 2024 and 2023, we incurred loss of

$245,000 and gain of $14,000, respectively, from NOK and EUR hedging activities.

We recognized a Mark to Market loss of $51,000

and a Mark to Market gain of $19,000 from NOK and EUR hedging activities, respectively, as of July 31, 2024 and July 31, 2023, as more

fully described in Note 4, Derivative Instruments, to the Consolidated Financial Statements in Part II, Item 8 of this Annual

Report on Form 10-K.

Benefit from provision for income taxes .

During fiscal 2024 we had a pretax loss of about $11.4 million in respect of which we accrued $2.2 million in income tax benefit,

an effective tax rate of 19.3% which is lower than the statutory rate primarily due to the addition of $185,000 in valuation allowances

related to certain stock-based compensation and the inclusion for U.S.

tax purposes, of foreign earnings partially offset by state taxes

and foreign tax differential.

During fiscal 2023, we had a pretax loss of about

$6.6 million in respect of which we accrued $0.5 million in income tax benefit, an effective tax rate of 7.0% which is lower than the

statutory rate primarily due to the $8.7 million goodwill impairment charge which had an associated $2.8 million in tax basis and the

$1.9 million change in fair value of contingent consideration which had no tax basis.

See Note 12, Income Taxes , to the Consolidated

Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K, for information regarding income taxes.

Fiscal Year Ended July 31,

(in thousands, except percentages)

Income tax benefit

As a percentage of revenues

nm-not meaningful

Comparison of our Segment Results of Operations

The following table presents the results for our Zedge Marketplace

and GuruShots segment income (loss) from operations for the fiscal years ended July 31, 2023 and 2022:

Fiscal Year Ended

(in thousands)

The following table presents the results for

our Zedge Marketplace and GuruShots segment income (loss) from operations for the period indicated:

Fiscal Year Ended July 31,

(in thousands, except percentages)

Segment income (loss) from operations:

Zedge Marketplace

nm-not meaningful

Our income from operations related to the Zedge Marketplace decreased

34.0% to $6.3 million in fiscal 2023 from $9.6 million in fiscal 2022, primarily due to 1) lower advertising revenue resulting from MAU

decline in well-developed countries and lower eCPMs, 2) lower subscription revenue as discussed earlier, and 3) higher operating expenses

attributable to higher compensation costs (including stock-based compensation), PUA expenses, and professional fees.

Our loss from operations related to GuruShots was $13.2 million

for the fiscal year ended July 31, 2023, including goodwill impairment charge of $8.7 million and changes in fair value of contingent

consideration of $1.9 million.

Excluding these two items loss from operations related to GuruShots would have been $6.4 million for fiscal

GuruShots continued to underperform due primarily to lower revenue from existing users and adding fewer new users to the platform

which resulted in lower MAP and lower ARPMAP when compared to prior periods.

Our income from operations related to GuruShots

was $2.3 million for the period from April 13, 2022 to July 31, 2022, including changes in fair value of contingent consideration

of $4.0 million.

Excluding this item loss from operations related to GuruShots would have been $1.7 million for that period in fiscal

GuruShots’ operating results are consolidated with our operating

results beginning on April 13, 2022.

Therefore, our consolidated results of operations for the fiscal year ended July 31, 2023 may

not be comparable to the corresponding periods in fiscal 2022.

Please refer to the unaudited pro forma consolidated financial information

contained in Note 6, Business Combination and Assets Acquisition , to the Consolidated Financial Statements in Part II, Item 8 of

this Annual Report on Form 10-K.

Total loss from operations

For the twelve months ended July 31, 2024, our

income from operations related to Zedge Marketplace decreased by $0.7 million, or 10.8%, from the prior year period.

This decrease was

primarily driven by an increase in SG&A of $5.2 million, mitigated by an increase in Zedge Marketplace revenue of $4.0 million coupled

with a decrease of $0.2 million in our network infrastructure costs and a decrease of $0.3 million in depreciation and amortization expense.

For the twelve months ended July 31, 2024, our

loss from operations related to GuruShots increased by $4.0 million, or 30.3%, from the prior year period.

This increase was primarily

driven by an increase in the acquisition related charges of $5.2 million and a decrease in digital goods and service revenue of $1.2

million, partially offset by a decrease in SG&A of $1.7 million, a decrease of $0.2 million in the network infrastructure costs and

a decrease of $0.5 million in depreciation and amortization expense.

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2024, we had cash and cash equivalents

of $18.1 million and working capital (current assets less current liabilities) of $16.0 million.

We currently expect that our cash and

cash equivalents on hand, and our cash flow from operations will be sufficient to meet our anticipated cash requirements for the twelve

months following issuance of this annual report on Form 10-K.

The following tables present selected financial information for the

fiscal years ended July 31, 2023 and 2022:

Fiscal Year Ended

of approximately $20.0 million and working capital (current assets less current liabilities) of $17.7 million.

We currently expect that

our cash and cash equivalents on hand, and our cash flow from operations will be sufficient to meet our anticipated cash requirements

for the twelve months following filing of this annual report on Form 10-K.

The following table presents selected cash flow information for the

periods indicated:

Fiscal Year Ended July 31,

(in thousands)

3 unchanged sentences

Financing activities

Effect of exchange rate changes on cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Effect of exchange rate changes

on cash and cash equivalents

Increase in cash and cash equivalents

Operating Activities

2 unchanged sentences

and payments, specifically trade accounts receivable and trade accounts payable.

Cash provided by operating activities decreased $8.3

million to $3.2 million in fiscal 2023 from $11.5 million in fiscal 2022, primarily attributable to the operating losses from GuruShots

in fiscal 2023, see Note 15, Segment and Geographic Information , to the consolidated financial statements in Part II, Item 8 of

this Annual Report on Form 10-K.

Cash provided by operating activities increased $2.9

million to $6.1 million in fiscal 2024 from $3.2 million in fiscal 2023 primarily due to the $1.2 million change in trade accounts payable

and accrued expenses and the $1.7 million in the change in deferred revenue.

Changes in Trade Accounts Receivable

4 unchanged sentences

Investing Activities

On April 12, 2022, we acquired 100% of the outstanding

equity securities of GuruShots.

The purchase price consists of $18 million in cash paid at closing and contingent payments (the “Earnout”)

of up to a maximum of $16.8 million, payable either in cash or Class B common stock of the Company or a combination thereof (in the Company’s

discretion) payable over two years from closing subject to GuruShots achieving certain financial targets set forth in the Share Purchase

Agreement (“SPA”).

In connection therewith, we agreed to make certain minimum investments in user acquisition for GuruShots

in the period covered by the Earnout, subject to GuruShots maintaining agreed upon levels of return on ad spend (ROAS) and other conditions.

In addition, we committed to a retention pool of $4 million in cash and 626,242 shares of the Company Class B common stock with a fair

value of $4 million or $6.39 per share for GuruShots’ founders and other employees that will be payable or vest, as applicable,

over three years from closing based on the beneficiaries thereof remaining employed by the Company or a subsidiary.

On August 1, 2021, we acquired substantially all of the assets of Emojipedia

Pty Ltd, a proprietary company organized under the laws of Australia.

The final purchase price of the assets was determined to be $6.7

million of which $4.8 million was paid on August 2, 2021 with the remaining $1.9 million to be paid out on the six-month and twelve-month

anniversary of the Closing.

We paid approximately half of the $1.9 million on February 1, 2022 and the remaining amount was paid on August

Business combination and assets acquisition are

more fully described in Note 6, Business Combination and Asset Acquisition , to the Consolidated Financial Statements in

Item 8 of this annual report on Form 10-K.

On August 1, 2021, we acquired substantially all of the assets of

Emojipedia Pty Ltd for approximately $6.7 million.

We made the final payment of about $1.0 million on August 1, 2022.

Cash used in investing activities in the fiscal

7 unchanged sentences

for a two-year term.

At our request, the maximum principal amount of the term loan was reduced to $2 million as of May 11, 2023.

to the Amended Loan Agreement, $2,000,000 was advanced in a single-cash advance on the closing date on October 28, 2022.

Pursuant to the Amended Loan Agreement, $2,000,000 was advanced in a single-cash advance on the closing date on

October 28, 2022.

At our request, the maximum principal amount of

the term loan was reduced to $2 million as of May 11, 2023.

On November 15, 2023, the Company voluntarily prepaid the entire principal

amount of $2 million in accordance with the terms of the Amended Loan Agreement without incurring any prepayment penalty.

As of July 31,

2023, there were no availability under the term loan facility.

We discontinued the existing $2,000,000 revolving

credit facility under the existing Loan and Security Agreement, dated as of September 26, 2016.

At both July 31, 2022 and the time of

the discontinuance on October 28, 2022, there was no outstanding balance on the revolving credit facility.

In connection with the share repurchase program as in Item 5.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities , we bought back 752,687

shares for approximately $1.6 million in fiscal 2023, including commission and banking fees of approximately $15,000.

In fiscal 2023, we received proceeds of $1,785

from the exercise of stock options for which the Company issued 1,500 shares of its Class B common stock.

In fiscal 2022, the Company

received proceeds of $8,631 from the exercise of stock options for which the Company issued 5,166 shares of its Class B common stock.

In fiscal 2023 and 2022, we purchased 6,310 shares

and 16,115 shares respectively of Class B Stock from certain employees for $17,000 and $232,000 respectively, to satisfy tax withholding

obligations in connection with the vesting of restricted stock and DSUs.

We do not anticipate paying dividends on our common

stock until we achieve sustainable profitability and retain certain minimum cash reserves.

The payment of dividends in any specific period

will be at the sole discretion of our Board of Directors.

2024 and 2023, there were no availability under the term loan facility.

On October 28, 2024, the revolving credit facility

was renewed for another four year term, please see Note 18, Subsequent Events , to the Consolidated Financial Statements in Part

II, Item 8 of this Annual Report on Form 10-K.

During fiscal 2024, we repurchased 211,495 shares

of our Class B Common Stock outstanding for approximately $633,000 pursuant to the 2021 Share Repurchase Plan.

During fiscal 2023 we

repurchased 752,687 shares of our Class B Common Stock outstanding for approximately $1,579,000 pursuant to the 2021 Share Repurchase

As of July 31, 2024, the Company had remaining authorization of approximately $788,000 for future share repurchases under the 2021

Repurchase Plan which was subsequently completed on August 28, 2024.

On September 9, 2024, our Board approved a new $5 million share

buyback program please see Note 18, Subsequent Events , to the Consolidated Financial Statements in Part II, Item 8 of this Annual

Report on Form 10-K.

In fiscal 2024, the Company received proceeds

of $2,975 from the exercise of stock options for which the Company issued 2,500 shares of its Class B common stock.

In fiscal 2023,

we received proceeds of $1,785 from the exercise of stock options for which the Company issued 1,500 shares of its Class B common stock.

In fiscal 2024 and fiscal 2023, we purchased

6,328 shares and 6,310 shares respectively of Class B Stock from certain employees for $13,000 and $17,000 respectively, to satisfy tax

withholding obligations in connection with the vesting of restricted stock and DSUs.

We do not anticipate paying dividends on our

common stock until we achieve sustainable profitability and retain certain minimum cash reserves.

The payment of dividends in any specific

period will be at the sole discretion of our Board of Directors.

Concentration of Credit Risk and Significant Customers

Historically, we have had very little or no bad

debt, which is common with other platforms of our size that derive their revenue from digital advertising, as we aggressively manage our

collections and perform due diligence on our customers.

debt, which is common with other platforms of our size that derive their revenue from digital advertising, as we aggressively manage

our collections and perform due diligence on our customers.

In addition, the majority of our revenue is derived from large, credit-worthy

customers, e.g.

MoPub (owned by X, formerly known as Twitter, and sold to AppLovin in January 2022), Google and Meta, and we terminate

our services with smaller customers immediately upon balances becoming past due.

Since these smaller customers rely on us to derive their

own revenue, they generally pay their outstanding balances on a timely basis.

In the fiscal year ended July 31, 2023, two customers represented 26%

and 16% of our revenue.

Google and Meta, and we terminate our services with smaller customers immediately upon balances becoming past due.

these smaller customers rely on us to derive their own revenue, they generally pay their outstanding balances on a timely basis.

In the fiscal year ended July 31, 2024, two customers

represented 31% and 9% of our revenue.

In the fiscal year ended July 31, 2023, two customers represented 26% and 16% of our revenue.

At July 31, 2023,

two customers represented 36% and 18% of our accounts receivable balance and at July 31, 2022, three customers represented 41%, 17% and

16% of our accounts receivable balance.

All of these significant customers are advertising exchanges operated by leading companies, and

the receivables represent many smaller amounts due from advertisers.

At July 31, 2024, three customers represented 37%, 15% and 10% of our accounts receivable balance and at July 31, 2023, two customers

represented 36% and 18% of our accounts receivable balance.

All of these significant customers are advertising exchanges operated by

leading companies, and the receivables represent many smaller amounts due from advertisers.

CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

In connection with the acquisition of GuruShots,

the Company has (i) committed to a retention pool of $4 million in cash to be paid to the founders and employees of GuruShots that will

be payable over three years from April 1, 2022 based on the beneficiaries thereof remaining employed by the Company or a subsidiary;

(ii) agreed to make certain minimum investments in user acquisition for GuruShots in the period covered by the earnout to be contingently

paid to the prior owners of GuruShots subject to the acquired users generating minimum levels of ROAS.

The Company was prepared to make

the minimum investment, however, GuruShots was unable to achieve those minimum ROAS target conditions.

GuruShots’ financial performance

during the period from the April 2022 acquisition through July 31, 2023, was materially impacted by a combination of industry specific,

macroeconomic, and geopolitical challenges that contributed to negatively impacting ROAS.

The conditions for payment of the Earnout for

the first year following the acquisition were not met and no Earnout payment was made or accrued.

OFF-BALANCE SHEET ARRANGEMENTS

At July 31, 2023, we did not have any “off-balance

sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our

financial condition, results of operations, liquidity, capital expenditures or capital resources, other than the following:

In connection with our Spin-Off on June 1, 2016,

we and IDT entered into various agreements prior to the Spin-Off including a Separation and Distribution Agreement to effect the separation

and provide a framework for our relationship with IDT after the Spin-Off, and a Tax Separation Agreement, which sets forth the responsibilities

of us and IDT with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including

the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such

Pursuant to the Separation and Distribution Agreement, among other things, we indemnify IDT and IDT indemnifies us for losses

related to the failure of the other to pay, perform or otherwise discharge, any of the liabilities and obligations set forth in the agreement.

Pursuant to the Tax Separation Agreement, among other things, IDT indemnifies us from all liability for taxes of ours and any of our subsidiaries

or relating to our business with respect to taxable periods ending on or before the Spin-Off, and we indemnify IDT from all liability

for taxes of ours and any of our subsidiaries or relating to our business accruing after the Spin-Off.

Notwithstanding the foregoing,

we are responsible for, and IDT has no obligation to indemnify us for, any tax liability of ours resulting from an audit, examination

or other proceeding related to any tax returns that relate solely to us and our subsidiaries regardless of whether such tax return relates

to a period prior to or following the Spin-Off.

In connection with the acquisition of GuruShots, the Company (i) committed

to a retention pool of $4 million in cash (in addition to the $4 million portion of the retention pool to be paid in the Company’s

Class B common stock) to be paid to the founders and employees of GuruShots payable over three years from April 1, 2022 based on the

beneficiaries thereof remaining employed by the Company or a subsidiary;

and (ii) agreed to invest a minimum in user acquisition in the

first 24 months following the closing subject to the acquired users generating minimum ROAS thresholds and payment of an earnout if certain

growth targets were met.

In the first quarter of fiscal 2024, the Company and the prior owners

of GuruShots agreed to withdraw and settle claims related to the purchase agreement pursuant to which the Company purchased the equity

of GuruShots, including any dispute about minimum user acquisition spend for GuruShots, any right of the prior owners to an earnout payment

and the Company’s claim for indemnification related to alleged misrepresentations in the agreement.

Reportable Segments

Our business consists of two reportable segments.

Recent Accounting Pronouncements

See Note 1, Description of Business and Summary

of Significant Accounting Policies, to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report, for discussion

of new accounting pronouncements.

Quantitative and Qualitative Disclosures

about Market Risks.

Smaller reporting companies are not required to

provide the information required by this item.

Smaller reporting companies are not required

to provide the information required by this item.

Financial Statements and Supplementary

The Consolidated Financial Statements of the Company

and the report of the independent registered public accounting firm thereon starting on page F-1 are included herein.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

The Consolidated Financial Statements of the

Company and the report of the independent registered public accounting firm thereon starting on page F-1 are included herein.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

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 7. Management’s Discussion and Analysis