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Item 1. Business

2025-10-28 compared with 2024-10-29 · 440 added, 363 removed, 31 unchanged (96% of the section changed)

Company Overview

Zedge builds digital marketplaces and friendly

competitive games around content that people use to express themselves.

Our leading products include Zedge Ringtones and Wallpapers, 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.

1 According to Linktree, over 200 million individuals identify

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

2 Furthermore, Influencer

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

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

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

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

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

App Store) offers a wide array of mobile personalization content including wallpapers, video wallpapers, ringtones, and notification sounds,

and is available both in Google Play and the App Store.

As of July 31, 2024, our Zedge App had been installed nearly 674 million times

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

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

MAU is a key performance indicator (“KPI”) for our Zedge App that captures

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

Our platform allows creators to upload

content to our marketplace and avail it to our users either for free or, via ‘Zedge Premium,’ the section of our marketplace

where we offer premium content for purchase.

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 and ringtone

maker, GuruShots, a skill-based photo challenge game, and Emojipedia, the #1 trusted source for ‘all things emoji’.

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

are part of the ‘Creator Economy,’ which is estimated to be worth between $191 billion and $250 billion globally in 2025,

with some forecasts placing the global market size as high as $848 billion by 2032 123 .

According to multiple reports,

there are now over 207 million active content creators worldwide.

45 Furthermore, between 45% and 47% of creators identify

as working full-time in this space 678 .

Most creators earn modest incomes, and studies suggest that only a small portion,

approximately 4%, of creators earn more than $100,000 per year 91011 .

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.

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.

Over the past

two fiscal years, our Zedge App has had between 22.1 million and 28.7 million monthly active users (“MAU”), ending with 23.3

million MAU as of July 31, 2025.

MAU is a key performance indicator (“KPI”) for our Zedge App that captures the number of

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

Our platform allows creators to upload content

to our marketplace and avail it to our users either for free or, via ‘Zedge Premium,’ the section of our marketplace where

we offer premium content for purchase.

In turn, our users utilize the content to personalize their phones and express their individuality.

In fiscal 2023, we introduced pAInt, a generative

AI wallpaper maker in the Zedge App.

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

create images from text descriptions.

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

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

In addition, we upgraded Zedge+, our paid subscription

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

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.

In April 2023,

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

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

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

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

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

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

fiscal 2023, we introduced pAInt, a generative AI wallpaper maker in the Zedge App.

A generative AI wallpaper maker is an implementation

of artificial intelligence software that can create images from text descriptions.

To interface with a generative AI image maker, a user

enters a text description of the image they want to create, and the software generates an image based on that description.

is available for text-to-image, image-to-image, and text-to-audio creation.

In addition, we upgraded Zedge+, our paid subscription offering

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

We often refer to our freemium ringtones and wallpapers, our subscription

offering, the functionality for creators to market their products and ancillary offerings and features both in our Zedge App and website,

as our Zedge Marketplace.

1 https://www.coherentmarketinsights.com/industry-reports/global-creator-economy-market

2 https://market.us/report/creator-economy-market/

3 https://inbeat.agency/blog/creator-economy-statistics

4 https://demandsage.com/creator-economy-statistics/

5 https://www.forbes.com/sites/stevenbertoni/2025/06/16/forbes-top-creators-2025/

6 https://www.wpbeginner.com/research/creator-economy-statistics-that-will-blow-you-away/

7 https://nealschaffer.com/creator-economy-statistics/

8 https://www.spiralytics.com/blog/content-creator-statistics-2025/

9 https://blog.invitemember.com/how-much-do-content-creators-make/

10 https://brentonway.com/top-influencer-marketing-statistics/

11 https://blog.hootsuite.com/instagram-statistics/

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.

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

As of July 31, 2025,

we had approximately 984,000 active subscribers.

fiscal 2025, we began building DataSeeds.AI (“DataSeeds”), a business-to-business marketplace offering access to our rapidly

growing catalog of over 30 million high-quality, fully rights-cleared images for AI training, ecommerce, and stock photos.

Uniquely positioned

to deliver custom content at scale, DataSeeds leverages its global creator network, tens of thousands of photographers from GuruShots

and creators from Zedge to fulfill highly specific client briefs across geographies, themes, and use cases.

DataSeeds addresses a critical

challenge facing foundational models today:

the need for edge-case visual content to improve accuracy and performance.

Each asset can

be enhanced with detailed annotations, segmentation masks, technical metadata, and peer-based quality rankings, ensuring datasets are

both robust and production-ready.

With scalable infrastructure and fast turnaround times, DataSeeds is a powerful partner for enterprises

building the next generation of AI-powered applications.

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

a recognized category leader focused on gamifying the photography vertical.

GuruShots offers a platform spanning iOS, Android, and the

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

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

We estimate that the total addressable market of amateur photographers

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

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

casting close to 3.2 billion “perceived votes,” which are calculated by multiplying the number of votes that each player casts

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

To improve engagement, GuruShots has adopted a set of retention dynamics

focused on individual, team and community dynamics that create a sense of belonging, inspiration, recognition, improvement, and competition.

GuruShots utilizes a ‘Free-to-Play’

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

Players can use this currency to unlock competitions

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

Over the past seven years, the monthly average paying

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

In fiscal 2024, we revamped GuruShots’ customer

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

The upgrade was designed

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

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

In addition, we migrated to a coin-based economy

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

We market GuruShots to prospective players, primarily

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

Our marketing team invests material resources in analyzing all attributes of a campaign ranging from, 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

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

can significantly increase GuruShots’ player base.

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

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

It’s too early to say with conviction whether this

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

however, we believe that

these early results are encouraging.

Beyond our commitment to growing both the Zedge

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

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

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

In July 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 markets.

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, 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.

Our vision is to provide tools that enable easy

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

of prospective consumers in order to drive commerce.

Our Strategic Flywheel

Our long-term strategy calls for creating and

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

content creation utilities whose output can be used to engage across a multitude of online and mobile platforms including social networks,

messaging, and gaming as well as for commerce purposes.

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

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

Although the foundation

of our strategy is currently centered around the Zedge Marketplace and GuruShots, over time we expect to expand into other content verticals

that have relevance beyond gameplay.

Using our current products as an example, GuruShots

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

gain recognition and pedigree.

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

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

This dual purpose will likely

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

in high-quality photographs.

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

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

Executing this strategy calls for concentrating

our efforts on the following goals:

in growing our user base and improving profitably .

a gamified photography platform that engages a global community of photographers through daily challenges, real-time feedback, and a competitive,

interactive experience.

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,

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 550,000 photographs and casting close to 2.8 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.

utilizes a ‘Free-to-Play’ business model and generates revenue through in-app purchases of virtual currency.

use this currency to unlock competitions or gain an edge by purchasing resources and participating in additional gameplay.

Over the past

eight years, the monthly average paying player spend has increased in excess of 6.2% annually to more than $40.9 per player.

fiscal 2024, we revamped GuruShots’ customer onboarding experience by guiding new players through simplified photo competitions

of limited size and duration.

The upgrade was designed to enhance the gaming experience for new players by increasing their potential

for winning and providing immediate gratification.

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

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.

the acquisition, GuruShots has faced challenges in growth and profitability, and its revenue has declined.

We have cut costs at GuruShots,

including as part of the restructuring implemented in January 2025, and have materially scaled back on paid user acquisition (PUA) for

In parallel, we are developing a plan, referred to as GuruShots 2.0, to revamp GuruShots’ offering in order to put it

on a growth trajectory and unlock the potential value of this asset.

Our strategy focuses on attracting new users and converting them

into recurring, paying players.

To date, we have introduced a fun and comprehensive onboarding experience to draw new users into the

gameplay with ease and migrated to a coin-based in-game economy to enable more opportunities to reward and monetize players

Historically,

we marketed GuruShots to prospective players primarily via PUA channels including Google, Meta, TikTok and other platforms, utilizing

a variety of advertising media, formats, such as static and video ads.

As part of the GuruShots 2.0 development plan, we have significantly

reduced PUA investment for GuruShots to improve Return-on-Ad-Spend (ROAS) and intend to continue managing PUA spend in the current timeframe.

addition to its potential as a standalone game, we believe that the extensive library of photographs generated by GuruShots players through

submissions to GuruShots’ competitions represents a valuable dataset for our emerging DataSeeds offering.

To date, we have secured

rights to license a portion of this library for various applications, including AI training, and we continue to expand the licensable

catalog by securing rights to additional photographs.

We believe the scale and distinctive characteristics of this dataset position it

as a meaningful resource for DataSeeds’ target market.

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

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

In July 2025,

Emojipedia received approximately 48.4 million monthly page views and has approximately 8.9 million monthly active users as of July 31,

2025 of which approximately 46.2% are located in well-developed markets.

It is the top resource for all things emoji, offering insights

into data and cultural trends.

its acquisition in August 2021, Emojipedia was immediately accretive to earnings.

In the past year, we have implemented multiple changes

to Emojipedia including an AI-powered emoji sticker generator tool as well as an extensive emoji sticker library.

In late September 2025, Google released an update to its Search Engine

Results Page (SERP) enabling users to copy emojis directly from search results rather than being directed to third-party sites such as

In addition, AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries.

too early to accurately quantify the impact of these changes on Emojipedia’s monthly active users (MAU), we believe they are likely

to result in reduced traffic and adversely affect revenue.

In light of these developments, we are evaluating potential mitigation strategies

and will determine whether such measures warrant investment given the associated costs and expected benefits.

vision is to provide tools that enable easy and high-quality digital content creation, connect the creators together with friendly competitions

and expose the content to communities of prospective consumers in order to drive commerce.

Strategic Flywheel

long-term strategy calls for creating and supporting a flywheel that leverages the synergies of content creation, gaming and marketplaces

by empowering consumers with easy-to-use content creation utilities whose output can be used to engage across a multitude of online and

mobile platforms including social networks, messaging, and gaming as well as for commerce purposes.

This is unlike the existing dynamic

that many gaming platforms offer to players, who can create and sell virtual goods that are valuable only within the context of that

particular ecosystem.

Although the foundation of our strategy is currently centered around existing offerings, over time we expect to

expand into other content verticals that have relevance beyond gameplay and we continuously evaluate our units to determine which best

fit into our strategic goals in their current forms, which need revamping and which no longer support our long term goals.

example of this approach in practice using our current is GuruShots.

GuruShots is a skill-based game that attracts creators (mainly,

amateur photographers) with friendly photo competitions in which they compete to gain recognition and pedigree.

We believe that adding

the ability for them to benefit by availing their content to third-parties is an attractive benefit that enables players not only to

have fun, but also to earn money while doing so.

If this dual purpose resonates well with our players it may contribute to improving

user growth and increasing the lifetime value.

It will also enable us to expand our marketplace with a business-to-business offering

where we can sell to enterprises including technology companies, stock photo sites, ecommerce vendors, to name a few.

Recently, we have

begun to utilize the extensive library of photographs generated by GuruShots players through submissions to GuruShots’ competitions

as a dataset for our emerging DataSeeds offering.

This is an example of our ongoing efforts to apply our assets and strengths to support

existing or new offerings that will enhance the value creation of our company.

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

Invest in growing our

user base and improving profitably .

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

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

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

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

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

investing in paid user acquisition campaigns that yield profitable customers, based on empirical data and focused, primarily, on well-developed markets;

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

expanding our reach by collaborating with strategic partners.

monetization .

Continue developing monetization methods that will help us grow, including

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

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

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

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

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

We plan to make continued, selected investments in product feature

sets and functionality in order to both maintain our existing user base and attract new users.

analyzing user demographics to identify key segments

that yield the highest profitability and quickest ROAS;

testing to determine which user segments are most responsive

to new offerings and crafting targeted marketing strategies based on those insights;

studying our users’ needs and enhancing our products

to align with the preferences of our most profitable segments;

developing and offering

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

investing in paid user

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

exploring crossover marketing opportunities between

user segments to maximize reach and engagement.

Improve monetization .

Continue developing monetization methods that will help us grow, including advancements of the in-app economy, subscription models,

e-commerce, and new advertising products, implementations, and optimizations.

For example, in fiscal 2024 we revamped our subscription

offering and have experienced growth as a result of this overhaul.

We believe that our products and customer base are attractive

to advertisers, brands, artists, and players and will yield new monetization opportunities.

In addition, we expect that we will be

able to capitalize on cross marketing our suite of products to this customer base.

Continue to invest in

product and technology in and across our product suite .

We plan to make continued, selected investments in product feature sets

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

In addition, we envision applying our product

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

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

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

utilize data to improve user acquisition and customer engagement .

We plan to better utilize data to improve the user experience,

scale profitable user acquisition and improve the use of our product through personalized recommendations and content feeds, enhanced

search and content discovery, and optimized pricing.

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

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

various product changes.

our marketplace into a compelling platform for artists and creators .

Our goal is to build our marketplace into one that artists view

as prioritizing their needs and addressing all aspects of their marketing and revenue generation goals including, but not limited to,

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

our marketing efforts .

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

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

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

We have also invested resources to improve product

marketing with the goal of driving engagement and retention.

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

creatives in order to attract new customers.

our revenue stack .

For example, we launched pAInt, our generative AI wallpaper

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

Better utilize data

to improve user acquisition and customer engagement .

We plan to better utilize data to improve the user experience, scale profitable

user acquisition and improve the use of our product through personalized recommendations and content feeds, enhanced search and content

discovery, and optimized pricing.

We have benefited from the investment we have made in our data and business analytics teams enabling

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

Build our marketplaces

into a compelling platform for artists and creators .

One goal we have set for ourselves is to build marketplaces where artists’

needs are prioritized and where they can generate incremental income or benefits from their artwork.

As we upgrade offerings (including

the developing GuruShots 2.0) or introduce new products and services, we seek to determine which features can support this goal.

Increase our marketing

We use our full-stack marketing team to scale user acquisition—both paid and organic—invest in building

and/or buying data analytic tools that provide valuable insights into our marketing initiatives and focus on the evolving fields

of search engine optimization and app store optimization.

We have also invested resources to improve product marketing with the goal

of driving engagement and retention.

Finally, we utilize AI to quickly and efficiently market to prospective users.

Diversify our revenue

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

We plan to continue diversifying

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

and introducing advertising into GuruShots.

Furthermore, we expect to continue testing our print on demand offering.

We also have a set

of product initiatives specific to Emojipedia that will enable new revenue streams from this asset.

● Selectively

pursue strategic investments, partnerships, and acquisitions .

On a selective basis, we will look to invest in, partner with, or purchase

entities that can provide synergistic growth opportunities for our Zedge Marketplace and otherwise.

We plan to diversify our revenue streams,

most recently by enabling GuruShots’ players to monetize their content, with the Company retaining a portion of the proceeds.

Product Innovation Team.

We have established a Product Innovation Team to leverage AI, vibe coding, and automations in order to accelerate the development

of minimally viable products (“MVPs”) and rapidly determine, based on empirical data, which concepts merit further investment.

Our enterprise-wide adoption of AI is yielding efficiencies that are enabling us to achieve this goal, allowing us to reallocate

employees from existing product responsibilities to new product development.

In early fiscal 2026, we launched an MVP of an app,

developed in just weeks by a streamlined team of two engineers and one designer.

Selectively pursue strategic

investments, partnerships, and acquisitions .

On a selective basis, we will look to invest in, partner with, or purchase entities

that can provide synergistic growth opportunities for our Zedge Marketplace and otherwise.

For example, in April 2022 we acquired

2 unchanged sentences

basis as well as on an integrated and synergistic basis that we believe can impact our business in a materially positive fashion.

Our Competitive Advantages

We believe that the following competitive strengths

will drive the growth of our business:

global customer base .

Competitive Advantages

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

Large, global customer

We benefit from having a large customer base.

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

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

Typically, customers in well-developed markets

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

The Android version of the Zedge App is available

in 17 languages and Emojipedia is available in 19 languages.

We possess a highly diversified portfolio of content and attribute this

in part to our global reach which makes us attractive to creators interested in meeting various customer tastes and preferences.

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

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

critical mass of users.

global provider of mobile personalization content .

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

July 31, 2024, enabling users to easily personalize their mobile phones with a wide variety of free, high-quality ringtones, wallpapers,

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

generative AI wallpaper maker.

We believe that the Zedge Marketplace is well positioned for continued leadership in the personalization

Knowledge of Gaming .

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

iOS, Android, and web.

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

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

Experience Combining Gaming and a Real-World Activity.

As of July 31, 2025, the Zedge App had 23.3 million MAU, of which approximately

23.3% were in well-developed markets and 76.7% were in emerging markets.

Typically, customers in well-developed markets monetize

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

The Android version of the Zedge App is available in 14 languages

and Emojipedia is available in 19 languages.

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

global reach which makes us attractive to creators interested in meeting various customer tastes and preferences.

In addition, our

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

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

to a critical mass of users.

Leading global provider

of mobile personalization content .

The Zedge App has a global customer base of approximately 23.3 million MAU as of July 31,

2025, enabling users to easily personalize their mobile phones with a wide variety of free, high-quality ringtones, wallpapers, notification

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

AI creation suite.

We believe that the Zedge Marketplace is well positioned for continued leadership in the personalization space.

Deep Knowledge of Gaming .

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

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

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

Extensive Experience

Combining Gaming and a Real-World Activity.

We have years of experience in combining game dynamics with a real-world activity.

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

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

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

● High-quality

Successfully combining these is non-trivial and requires a great

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

High-quality products .

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

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

We invest significant resources in product development,

design, and usability.

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

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

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

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

Our diverse employee

base is passionate about our product suite and its mission to make our strategy a reality.

We invest significant resources in product

development, design, and usability.

We beta test product enhancements extensively and closely monitor customer feedback to ensure

that we meet users’ needs.

To date, our Zedge App has received more than 16 million reviews in Google Play where it boasts

a 4.7 star rating out of a maximum of 5 stars.

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

thousand reviews.

Human Capital .

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

Our diverse employee base is

passionate about our product suite and its mission to make our strategy a reality.

Our culture is founded on respect and empowerment

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

Our people possess deep expertise in product design and

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

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

who are highly focused on execution.

Our people possess deep expertise in product design

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

Management team .

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

are highly focused on execution.

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

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and pursuing opportunities with a manageable risk profile.

and diverse content catalog .

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

notification sounds, video wallpapers, photographs, and emojis.

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

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

and Reliable Technology and infrastructure .

Our products are built upon scalable technology and infrastructure that reliably serves

tens of millions of MAU, globally.

We use a combination of off-the-shelf and proprietary technologies and infrastructure solutions that

scale efficiently to meet the needs of our large customer base.

We face competition in all aspects of our business

and especially from other digital marketplaces and gaming companies.

In running our business, we compete for:

We compete for consumers’ leisure time, attention, and spending versus alternative forms of entertainment that are available

to them as well as against online platforms and marketplaces that offer utility and content for mobile phone personalization.

There are many online platforms that offer content creators an ecosystem in which they can make their content available

to consumers.

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

our marketplace.

Large and diverse content

Our large and diverse catalog of content includes wallpapers, ringtones, notification sounds, video wallpapers, photographs,

With artists and contributors spanning the globe, we have assembled a vast array of both user generated and licensed

content to meet the needs of our users.

Scalable and Reliable

Technology and infrastructure .

Our products are built upon scalable technology and infrastructure that reliably serves tens of

millions of MAU, globally.

We use a combination of off-the-shelf and proprietary technologies and infrastructure solutions that scale

efficiently to meet the needs of our large customer base.

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

In running our business,

we compete for:

for consumers’ leisure time, attention, and spending versus alternative forms of entertainment that are available to them as

well as against online platforms and marketplaces that offer utility and content for mobile phone personalization.

Content creators .

There are many online platforms that offer content creators an ecosystem in which they can make their content available to consumers.

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

Advertisers .

We face significant competition in securing spend from advertisers.

Game Developers .

Game developers that offer engaging and interesting games.

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

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

to expand virally and quickly.

● Alternative

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

There are many other marketplaces

and platforms that offer mobile personalization content, generative AI creation tools, games, and emoji resources, some of whom are better

face significant competition in securing spend from advertisers.

Other Game and Mobile

App Developers .

Game and mobile app developers that offer engaging and interesting products are competitors and we may not be

aware of many of them who may be more proficient at capitalizing on user acquisition channels in order to gain access to large user

bases and their network effects to expand virally and quickly.

Alternative options

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

There are many other marketplaces and

platforms that offer mobile personalization content, generative AI creation tools, games, and emoji resources, some of whom are better

funded than we are.

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

shop” approach to mobile personalization and creation features, which avails customers with a wide array of ringtones, wallpapers,

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

○ flexibility

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

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

content catalog;

and well-respected brands;

○ proprietary

recommendation engine;

ranking and longevity.

Rapid-Paced and Changing World of Mobile App Development .

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

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

In 2003, Tom Arnoy, Kenneth Sundnes, and Paul

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

In December 2006, IDT Corporation acquired 90%

large user base;

“one-stop shop”

approach to mobile personalization and creation features, which avails customers with a wide array of ringtones, wallpapers, notification

sounds, and video wallpapers within the same Android app;

flexibility that allows

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

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

large content catalog;

recognized and well-respected

proprietary recommendation

market ranking and longevity.

Rapid-Paced and Changing

World of Mobile App Development .

The mobile app ecosystem changes quickly and regularly with new apps capturing massive audiences

competing for consumers’ time, mindshare, and money.

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

as necessary to remain relevant and meaningful.

Distribution and Discovery

Platforms including Google, Apple, OpenAI, and other large intermediaries.

Their algorithms, policies and AI-driven results increasingly

surface answers and content within the platform UI, which may diminish referral traffic to our properties and impact acquisition

costs and monetization.

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

December 2006, IDT Corporation acquired 90% of Zedge.

Zedge Holdings, Inc.

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

In 2016, IDT Corporation spun off our stock to its stockholders, and

our Class B common stock was listed on the NYSE American with the ticker symbol “ZDGE”.

In March 2018, we completed the launch of Zedge

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

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

In January 2019, we started offering freemium

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

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

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

version of the app.

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

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

Day and the annual World Emoji Awards.

In April 2022, we acquired GuruShots, a recognized

category leader that fuses photography with mobile gaming.

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

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

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

badges, and awards.

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

300 competitions.

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

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

In December 2022, we introduced ‘pAInt’

our generative AI wallpaper maker within the Zedge App.

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

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

Our Technology

Our ecosystem is powered by a scalable distributed

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

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

We have built

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

We enhanced our users’ content creation

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

content recommendations and relevancy.

From an end user’s perspective, our platform minimizes response latency while factoring in

cost and focuses on key areas including content creation, relevancy and discoverability.

We optimize our platform by utilizing systems,

algorithms, and heuristics that organize our content based on real user data and that renders the content in a relevant fashion.

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

With GuruShots, we have

added open source and proprietary technologies around gamification, including ranking algorithms that ensure fair exposure to all content

in a competition, and real-time voting/ranking functionality at scale, and a personal competition recommendations system based on users’

photos and historical activity.

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

Intellectual Property

Our trademarks, copyrights, domain names, proprietary

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

We seek to protect our intellectual property rights by

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

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

The agreements we enter into with our employees

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

their employment are our property.

We have been granted trademark protection for

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

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

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

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

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

In addition, we have registered, amongst others,

the following domain names:

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

to Zedge, Inc.

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

symbol “ZDGE”.

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

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

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

unsolicited advertisements from our Zedge App.

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

July 31, 2025, we had approximately 984,000 active subscribers, including approximately 693,000 lifetime subscriptions.

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

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

April 2022, we acquired GuruShots, a recognized category leader that fuses photography with mobile gaming.

GuruShots, headquartered in

Israel, offers a platform spanning iOS, Android, and the web that gamifies photography by providing a fun, educational, and structured

way for amateur photographers – essentially anyone with a mobile phone – to compete in a wide variety of contests showcasing

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

On a monthly basis, GuruShots users currently cast more than 3

billion “perceived votes” in more than 300 competitions.

GuruShots currently generates revenue from selling digital resources

that, if used skillfully, can provide additional visibility to competitors’ photographs, a critical factor in securing votes for

competitive ranking.

December 2022, we introduced ‘pAInt’ our generative AI creation suite within the Zedge App.

pAInt enables users with the

ability to create high quality AI images and audio by typing a brief description of what they are interested in or by uploading visual

content that they want to tune with AI.

early 2025, Zedge implemented cost cutting initiatives to enhance profitability and support long-term growth.

Overall, the estimated

total savings from the global restructuring and other cost reduction initiatives were expected to range from $3.9 million to

$4.1 million annually.

In total, our global workforce was reduced by 22% and annualized compensation-related cost savings were projected

to be in the vicinity of $2.6 million.

ecosystem is powered by a scalable, distributed platform that integrates both open-source and proprietary technologies.

domains such as content management, content discovery, web and mobile application development, data science and analytics, device compatibility,

advertising and marketing technology, and reporting.

have built a robust infrastructure that enables continuous ideation, experimentation, and deployment.

This environment allows our development

teams to quickly test hypotheses, analyze outcomes, and operationalize successful innovations.

AI and large language models (LLMs) are embedded throughout our technology stack, powering a wide range of workflows—from automating

content creation and enrichment to facilitating content translation.

For example, generative models assist users in creating wallpapers,

ringtones, and other digital assets by generating imagery and audio based on user input and LLM-generated suggestions.

Meanwhile, LLM-driven

systems enhance content translation for a broader global audience and refine search and discovery algorithms for real-time, relevant

content delivery.

data pipelines continuously train and fine-tune machine learning models using user engagement signals.

These insights feed into recommender

systems and ranking algorithms, optimizing for both user satisfaction and content diversity.

Operationally,

LLM tools assist developers and data scientists by automating tasks such as code refactoring and documentation generation, improving

productivity and reducing turnaround time.

an end user’s perspective, our platform minimizes response latency and optimizes resource allocation while maintaining cost efficiency.

Distributed systems, caching strategies, and inference optimization techniques ensure fast content rendering and real-time recommendations.

At GuruShots, our unique technology stack combines open-source and proprietary systems to power a highly-engaging gamified photography

Our advanced ranking algorithms ensure fair exposure for participants, while our real-time voting and ranking engine scales

seamlessly to support millions of concurrent interactions.

Our AI-driven recommendation system curates personalized competition suggestions

based on users’ photographic style and historical engagement.

sustain vibrant participation across all competitions, AI bots intelligently maintain gameplay liquidity, ensuring active, competitive,

and socially engaging challenges.

All of this operates on a fully redundant, cloud-hosted infrastructure designed for high availability,

scalability, and performance.

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

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

as well as contractual restrictions.

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

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

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

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

“We Make Phones Personal,” “Zedge, Everything You,” “Tattoo Your Phone,” “Shortz – Chat

Stories By Zedge,” and “NFTs Made Easy” in United States and a stylized “D” logo in the European Union,

United Kingdom, the United States, and Canada.

We also have applied for trademark protection for “pAInt,” and “Zedge

pAInt” in the United States, a stylized “D” logo in India, and have obtained a copyright registration for our flagship

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

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

On August 1, 2021, we acquired Emojipedia.

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

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

August 1, 2021, we acquired Emojipedia.

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

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

in the United States and the United Kingdom.

We also acquired the following domain name registrations:

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

On April 12, 2022, we acquired GuruShots Ltd.

As part of this acquisition,

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

including the following domain name:

April 12, 2022, we acquired GuruShots Ltd.

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

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

GuruShots.com.

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

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

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

Human Capital

Our headcount totaled 99 as of July 31, 2024.

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

a small domestic team.

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

from the New York area.

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

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

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

we have obtained trademark registrations for “GuruShots” in the United States, Canada, European Union, and United Kingdom

applied for trademark protection for “GuruShots” in India, and have obtained copyright registrations for the GuruShots mobile

and web-based applications.

and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success.

headcount totaled 82 as of July 31, 2025.

human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing

and new employees, advisors and consultants.

To accomplish that, our compensation practices are designed to attract and retain qualified

and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders.

compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives,

and provide them with the proper incentives to motivate those individuals to achieve our long-term plans, which includes among other

things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based

compensation awards.

believe that talent attraction and retention are critical to our ability to achieve our strategy and that a trained, diverse and inspired

workforce is integral to delivering on our objectives.

Our recruiting process reaches a wide array of potential employees, and we employ

a rigorous screening process to ensure that we identify and hire quality professionals.

We work to ensure that compensation and benefits

offered to employees are fair and reflects industry standards and best practices.

are committed to diversity and inclusion in the workforce including a policy of non-discriminatory treatment and respect of human rights

for all current and prospective employees.

Discrimination on the basis of an individual’s race, religion, creed, color, sex, sexual

orientation, age, marital status, disability, national origin or veteran’s status is not permitted by us and is illegal in many

jurisdictions.

We respect the human rights of all employees and strive to treat them with dignity consistent with standards and practices

recognized by the international community.

do not maintain office space in the United States in light of having a small domestic team.

We address certain aspects of our commercial

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

We maintain leased facilities in Vilnius,

Lithuania and Tel Aviv, Israel for members of both GuruShots and Zedge teams and that make up our product, design, monetization, marketing

and technology teams.

We lease space in Trondheim, Norway that formerly housed members of our team and we are exploring alternatives

for that space in light of the recent restructuring and shut down of that office.

A certain number of our servers are hosted in leased data centers in

different geographic locations in the United States.

We utilize cloud-based resources for a significant portion of our needs and those

services are hosted at the providers’ facilities.

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

What changed 10-K

Item 1. Business