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): July 31, 2020

  

 

 

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 (11th 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))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Class B common stock, par value $.01 per share   ZDGE   NYSE American

 

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) (1) On July 31, 2020, Todd Feldman resigned from the Board of Directors (the “Board”) of Zedge, Inc. (the “Company”) and its Audit Committee, Compensation Committee and Corporate Governance Committee; such resignation was accepted by the Board on August 5, 2020.2

 

(2) On August 5, 2020, Elliot Gibber resigned as Interim Chief Executive Officer of the Company (and was appointed to the Board); such resignation was accepted by the Board on August 5, 2020.

 

(3) On August 5, 2020, Jonathan Reich resigned as Chief Financial Officer and Chief Operating Officer of the Company (in connection with his election as Chief Executive Officer of the Company); such resignation was accepted by the Board on August 5, 2020.

 

(c) (1) On August 5, 2020, the Board appointed Jonathan Reich, age 54, to serve as Chief Executive Officer of the Company. Mr. Reich has served as the Company’s President since 2011. Mr. Reich also served as the Company’s Chief Operating Officer from 2011 to August 5, 2020 and as its Chief Financial Officer from March 2016 to August 5, 2020. From 2007 to 2014, Mr. Reich served as President of Fabrix Systems, Inc. and, from 1999 to 2007, he served in various positions at Net2Phone, Inc. Mr. Reich has been a director at the non-profit organization, Hand-in-Hand, since 2005. Mr. Reich received a B.S. and M.S. in Operations Research from Columbia University’s School of Engineering and Applied Science in 1989 and 1993, respectively.

 

There is no familial relationship between Mr. Reich and any director or other executive officer of the Company and no related person transactions to which Mr. Reich is a party.

 

(2) On August 5, 2020, the Board appointed Yi Tsai, age 64, to serve as Chief Financial Officer and Treasurer of the Company. Mr. Tsai served as the Company’s Controller from August 2017 to August 2020. Previously, Mr. Tsai served as Chief Financial Officer of Peerless Systems Corporation, a NASDAQ listed company, from November 2012 until its sale to a financial buyer in February 2015. Mr. Tsai is a CPA and holds a BS in Accounting from National Taipei University and an MBA in Finance from Case Western Reserve University’s Weatherhead School of Management.

 

There is no familial relationship between Mr. Tsai and any director or other executive officer of the Company and no related person transactions to which Mr. Tsai is a party.

 

For his service as Chief Financial Officer, the Compensation Committee of the Board approved an increase in Mr. Tsai’s base salary from $140,400 to $165,000 (and annual cash bonus of $25,000).

  

(d) (1) On August 5, 2020, the Board elected Elliot Gibber, age 69, as a director to serve until the next annual meeting of the Company’s’ stockholders. Mr. Gibber was also appointed to serve on the Board’s Audit Committee, Compensation Committee and Corporate Governance Committee, and as Chairman of the Board’s Compensation Committee.

 

There are no arrangements or understandings between Mr. Gibber and any other person pursuant to which Mr. Gibber was elected as a member of the Board. Mr. Gibber has not entered into any related person transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Gibber will be entitled to receive non-employee director compensation in accordance with the Company’s policy on director compensation.

 

(2) On August 5, 2020, the Board elected Greg Suess, age 48, as a director to serve until the next annual meeting of the Company’s’ stockholders. Mr. Suess was also appointed to serve on the Board’s Audit Committee, and was named as Chairman of the Audit Committee. He was also determined to qualify as an Audit Committee’s financial expert.

 

There are no arrangements or understandings between Mr. Suess and any other person pursuant to which Mr. Suess was elected as a member of the Board. Mr. Suess has not entered into any related person transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Suess will be entitled to receive non-employee director compensation in accordance with the Company’s policy on director compensation.

 

A copy of the press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No

  Document
99.1   Press Release of the Company, dated August 6, 2020.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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 Executive Officer

  

Dated: August 6, 2020

  

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EXHIBIT INDEX

 

Exhibit
Number 		  Document
99.1   Press Release of the Company, dated August  6, 2020.

 

 

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Exhibit 99.1

  

 

 

Zedge Announces Leadership Changes and Board Expansion

 

Jonathan Reich Promoted to CEO; Yi Tsai Appointed as CFO

 

Elliot Gibber to Return to Board of Directors; Greg Suess Appointed as Independent Director

 

New York, NY – August 6, 2020: Zedge, Inc. (NYSE AMERICAN: ZDGE), a worldwide mobile publishing and content platform provider, today announced the following leadership changes, effective immediately:

 

● Mr. Jonathan Reich has been promoted to Chief Executive Officer;

 

● Mr. Yi Tsai has been promoted to Chief Financial Officer;

 

● Mr. Elliot Gibber, who had been serving as interim-CEO, returns to the board as an independent director;

 

● Mr. Greg Suess joins the Board as an independent director;

 

● Mr. Todd Feldman resigned from the Board due to other commitments

 

“As Zedge continues evolving and extending into new mobile verticals that move the company beyond the world of mobile personalization we have selected a team of result-driven leaders with proven track records of success to lead the company on this journey,” commented Michael C. Jonas, Zedge’s Executive Chairman. “Jonathan Reich has provided stability and leadership in his prior roles as Chief Operating Officer and Chief Financial Officer, and the Board unanimously believes he will provide the necessary leadership for Zedge’s future. Yi Tsai has proven himself as an exceptional financial executive, and we are equally confident that, as CFO, he will benefit Zedge and its shareholders.”

 

“Todd Feldman has been a great asset in helping the company address capital markets,” added Jonas. “We are thankful for his meaningful contribution and wish him the best in his future endeavors.”

 

“Since assuming the role of Interim CEO last fall, I’ve had the opportunity to work closely with Jonathan Reich and Yi Tsai and believe that they are the right team to lead the company to the next level of evolution and growth,” said Elliot Gibber. “During my tenure as Interim CEO, we have reported three consecutive quarters of positive cash flow – a milestone for the company, rolled out a bold new product, Shortz, successfully completed a capital raise, and have been successfully managing the challenges introduced due to the COVID-19 pandemic. I look forward to continuing to contribute as a member of the Board.”

 

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“In my dual role as COO and CFO, I have gained a tremendous understanding of the drivers of our business and the potential that it offers,” commented Jonathan Reich. “I am energized by the opportunities that abound and look forward to working together with Yi Tsai and the rest of our talented team in unlocking these in a well-organized and deliberate fashion in order to deliver value to our customers, employees, and shareholders.”

 

Mr. Jonathan Reich, CEO

Mr. Reich has served as Chief Financial Officer since March 2016 and as Chief Operating Officer since 2011. Prior to that, he served as President of Fabrix Systems, Inc. and in various positions at Net2Phone, Inc., culminating with him serving as Chief Executive Officer of Net2Phone Global Services. He has been a director at the non-profit organization, Hand-in-Hand, since 2005. Mr. Reich received a B.S. and M.S. in Operations Research from Columbia University’s School of Engineering and Applied Science in 1989 and 1993, respectively.

 

Mr. Yi Tsai, CFO

Mr. Tsai joined Zedge as Controller in August 2017. Prior to that, Mr. Tsai served as Chief Financial Officer of Peerless Systems Corporation, a NASDAQ listed company, from November 2012 until its sale to a financial buyer in February 2015. Mr. Tsai began his career in public accounting and held positions of increasing responsibility with various financial institutions and multinational corporations. Mr. Tsai is a CPA and holds a B.S. in Accounting from National Taipei University and an M.B.A. in Finance from Case Western Reserve University’s Weatherhead School of Management.

 

Mr. Elliot Gibber, independent director

Mr. Gibber served as an independent director of the company since 2018 before stepping into the role of Interim CEO in November 2019. He currently serves as president and CEO of Deb El Food Products, a major player in the egg products business. Mr. Gibber previously served as Chairman of United Egg Association. Over the past ten years he has become an active investor in Real Estate, High Tech and Medical Technologies. He finds a true passion in helping entrepreneurs with growing and accelerating their businesses from seed to late stage ventures. He is also actively involved in numerous non-profit organizations, including being on the Board of Trustees of the Orthodox Union, Yeshiva University, and its RIETS seminary, and Albert Einstein School of Medicine. In 2008, Elliot was awarded an Honorary Doctorate degree from Yeshiva University.

 

Mr. Greg Suess, independent director

Mr. Suess is a founding partner of Activist Artists Management, LLC (Activist.co), a full-service management and consulting company that provides comprehensive management services for its clients including talent and brand management, managing partnerships, strategic alliances and marketing strategies that engage consumers through entertainment, music, and lifestyle experiences. Its notable clients include The Grateful Dead, Dead & Company, The Lumineers, Dwight Yoakam, Empire of the Sun, Michael Franti & Spearhead, Ken Watanabe, David Alan Grier, Terry Rossio, Appetize, Steady, Influential, Acorn International, Black News Channel, All Elite Wrestling, Inc., Z. Alexander Brown Winery, Zedge and Virgin Hotels.

 

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He is a Partner at Glaser, Weil, Fink, Howard, Avchen & Shapiro, LLP, one of the country’s premier full-service law firms, where he focuses on general corporate law, media and entertainment. While at the firm, he has served as part of a team that has advised a wide range of clients including MetroGoldwyn-Mayer Studios, Tracinda, MGM International, EROS, Cinedigm, CJ Entertainment, and Quincy Jones Productions, among others. Prior to joining the law firm, Mr. Suess was director of business development for Knowledge Exchange, an educational entertainment-publishing firm in Santa Monica, CA founded by Michael Milken. The firm was bought out by management in 1996 and was the predecessor-in-interest to Knowledge Universe. He holds a Bachelor of Science from the University of Southern California and a J.D./M.B.A. from Pepperdine University, and is a published author.

 

About Zedge

Zedge offers a state-of-the-art digital publishing platform that powers our consumer-facing app availing users with a host of digital content – wallpapers, video wallpapers, ringtones, and stickers. We are evolving by developing new apps run on top of our publishing platform and generally focus on the entertainment vertical. Our creators are amateur and professional artists as well as new and major brands who can easily launch a virtual storefront in Zedge where they can market and sell their content to our user base. Our app has been downloaded more than 436 million times, has approximately 29 million monthly active users and has consistently been ranked as one of the most popular free apps in Google Play in the US.

 

Forward Looking Statements

All statements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks, and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.

 

Contact:

ir@zedge.net

  

 

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