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): August 2, 2021
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.) |
| 1178 Broadway, Ste 1450 (3rd Floor), New York, NY | 10001 | |
| (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 7.01 Regulation FD.
Zedge, Inc. (the “Company”) consummated the acquisition of substantially all of the assets of Emojipedia Pty Ltd (the “Seller”), a proprietary company organized under the laws of Australia. The acquisition was consummated pursuant to an Asset Purchase Agreement dated as of August 1, 2021. The total purchase price of the assets is not expected to exceed US$7 million. US$4.8 million was paid at closing and the balance will be determined based on an incentive structure linked to EBITDA generated from emojipedia.org during the first four month period following the closing and paid out on the six-month and twelve month anniversary of the Closing.
The assets purchased include emojipeida.org, a set of smaller websites, a bank of emoji related URLs and other assets related to the Seller’s business, including World Emoji Day, the annual World Emoji Awards, and Emojitracker.
A copy of the press release issued by the Company concerning the acquisition is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. In addition, the Presentations contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the Presentations.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Document | |
| 99.1 | Press Release of the Registrant dated August 3, 2021. |
1
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: August 6, 2021
2
EXHIBIT INDEX
|
Exhibit
Number |
Document | |
| 99.1 | Press Release of the Registrant dated August 3, 2021. |
3
Exhibit 99.1
Zedge Acquires Emojipedia, the Leading Authority on Emojis
Acquisition extends Zedge’s reach to
the billions of emoji users worldwide and
increases its monthly active user base by 8 million
New York, NY – August 3, 2021: Zedge, Inc. (NYSE AMERICAN: ZDGE), a leading global developer of mobile phone personalization and entertainment apps, today announced that it has 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, and Emojitracker, which provides real time visualization of all emoji symbols used on Twitter.
Emojipedia receives more than 50 million monthly page views and has more than 8 million monthly active users of which approximately 50% are located in well-developed markets. It is the top resource for all things emoji, offering insights into data and cultural trends. As a voting member of the Unicode Consortium, the standards body responsible for approving new emojis, Emojipedia works alongside major emoji creators including Apple, Google, Facebook and Twitter.
“We are excited about the combination of these two leading world-class brands, catering to consumers who are looking for quality content to express their tastes, desires and aspirations,” said Jonathan Reich, CEO of Zedge. “With billions of people using emojis daily to personalize their texts, emails, and social feeds, Emojipedia will diversify our portfolio while making Zedge even more attractive to its rapidly growing global user base. As we look to the future, we see a host of outstanding opportunities to further advance Emojipedia’s standing in the marketplace while also expanding upon Zedge’s value proposition to its users.”
“We’re thrilled to be joining the Zedge family and we can’t wait to take Emojipedia to the next level,” said Jeremy Burge, Emojipedia’s Founder and Chief Emoji Officer. “Since launching in 2013, we’ve worked tirelessly to become the most trustworthy provider of emoji information worldwide. This space is now more creative and customizable than ever, as people make use of emojis, stickers and avatars in their day-to-day communications. Zedge has an excellent track record of helping people express their identity, which makes this a perfect opportunity to work together and expand our vision.”
Financial terms of the transaction have not been disclosed, but the transaction is immediately accretive to fiscal 2022 earnings.
About Zedge
Zedge is a leading app developer focusing on mobile phone personalization and entertainment. With more than 500 million organic installs and, as of April 30, 2021, nearly 35 million monthly active users. “Zedge Wallpapers and Ringtones” is all about personal identity. We’re the hub for self-expression used by millions for mobile phone personalization, social content, and fandom art. Our app enables consumers to showcase who they are, what they like, and amplify their persona. Zedge Premium, our marketplace, enables content creators, ranging the gamut from A-list celebrities to emerging artists, to display their talent and sell their content to our users. “Shortz – Chat Stories by Zedge” offers serialized, short-form fiction stories delivered as text-messaging conversations and mini-podcasts. Our apps run on our flexible and proven state-of-the-art digital publishing platform. For more information, visit https://www.zedge.net.
About Emojipedia
Founded by Jeremy Burge in 2013, Emojipedia is the world’s leading emoji resource and foremost authority on emoji use. Emojipedia serves over 50 million pages of emoji information each month, providing up-to-date emoji definitions, data on emoji trends, and the latest news on emoji additions and approvals. For more information, visit https://www.emojipedia.org
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:
Brian Siegel
Managing Director
Hayden IR
(346) 396-8696
ir@zedge.net