UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2017
ZEDGE, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-37782 | | 26-3199071 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 22 Cortlandt Street (14th Floor), New York, NY | | 10007 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (330) 577-3424
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
On September 25, 2017, Zedge, Inc. (the “Registrant”) issued a press release announcing, among other things, its plans to roll out a marketplace where artists and creators of digital content can monetize their creations in late 2017. The Registrant announced that, in order to accelerate the development of this marketplace, on September 19, 2017, it acquired intellectual property assets from Freeform Development and retained several key members of Freeform’s team. The Registrant paid a total of $222,567 in cash and is issuing 126,679 shares of the Registrant’s Class B Common Stock to Freeform. The shares issued to Freeform will be restricted for two years after grant. In addition, the Registrant granted 192,953 shares of the Registrant’s Class B Common Stock to key members of Freeform’s management team whom the Registrant has hired. Such shares shall vest in equal tranches over four years based upon the recipient’s continued employment with the Registrant. A copy of the press release issued by the Registrant concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ZEDGE, INC. |
| | | |
| | By: | /s/ Jonathan Reich |
| | Name: | Jonathan Reich |
| | Title: | Chief Financial Officer |
Dated: September 25, 2017
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