Current Report Filing (8-k)
10 Septembre 2021 - 2:01PM
Edgar (US Regulatory)
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 7, 2021
ZEDGE, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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1-37782
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26-3199071
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1178 Broadway, Ste 1450 (3rd Floor), New York, NY
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10001
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(Address of principal executive offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class B common stock, par value $.01 per share
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ZDGE
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NYSE American
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) On September 7, 2021,
Zedge, Inc. (the “Company”) granted Deferred Stock Units (“DSUs”) to, among others, Michael Jonas, its Executive
Chairman (29,000 DSUs), Jonathan Reich, its Chief Executive Officer (58,000 DSUs), and Yi Tsai, its Chief Financial Officer (24,000 DSUs).
The DSU grants were approved by the Compensation Committee of the Board of Directors and were part of a larger grant to Company employees
for a total of up to 288,951 DSUs. Each DSU represents the right to receive one share of the Company’s Class B common stock.
Vesting of 70% of the DSUs will be on the following
dates in the following amounts, subject to the grantee’s continued employment and only if the aggregate market capitalization of
the Company’s equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and
the vest date: 25% on September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) on September 7, 2023, and
up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met
by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest. In the event that the market capitalization
condition has not been met by September 7, 2024, 70% of the DSUs shall expire.
Vesting of the remaining 30% of the DSUs will be
time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024, subject to the grantee’s
continued employment by the Company.
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.
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ZEDGE, INC.
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By:
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/s/ Jonathan Reich
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Name:
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Jonathan Reich
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Title:
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Chief Executive Officer
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Dated:
September 10, 2021
2
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