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Zedge, Inc. · ZDGE · 8-K · Filed

Appoints Morris Berger as CEO; Jonathan Reich becomes President and COO

ZDGE
8-K
Executive changes

Source: SEC EDGAR, accession 0001213900-26-095319 · Items 5.02, 7.01, 9.01

What did Zedge, Inc. announce?

Zedge, Inc. appoints Morris Berger as CEO, effective October 1, 2026, while Jonathan Reich transitions to President and COO.

Zedge, Inc. has announced a leadership transition and a strategic investment to accelerate the growth of its DataSeeds.AI initiative. Morris Berger will take over as CEO on October 1, 2026, bringing 15 years of experience as CEO of Zeno Media and prior leadership at IDT Entertainment. Jonathan Reich, the current CEO since August 2020, will transition to President and Chief Operating Officer on the same date.

Mr. Berger's compensation package includes a three-year term, an annual base salary of $450,000, and a $50,000 signing bonus. He will also receive stock options equivalent to 3% of the company's outstanding shares, vesting quarterly over five years. Mr. Reich will also enter into a new three-year employment agreement, maintaining his current compensation level with annual increases of at least $15,000, and will receive 100,000 deferred stock units vesting quarterly over three years. These employment terms are subject to final negotiation and execution.

The company plans to raise approximately $7.5 million through a direct investment primarily led by Vice Chairman Howard Jonas, with additional participation from Board Member Elliott Gibber and another insider. This investment, expected to close within 10 days of the announcement, aims to fund DataSeeds.AI's expansion into new capabilities like model evaluations and specialized multimodal datasets. The investment structure includes a purchase price based on Zedge's Class B common stock closing price, 90% warrant coverage with a five-year term, and an exercise price of 110% of the purchase price. The warrants will not be exercisable until stockholder approval is obtained and six months have passed from issuance, and they will not be listed for trading.

Zedge stated that the capital will be used to recruit industry talent, expand technology and infrastructure, and potentially acquire specialized datasets. The company will continue its quarterly cash dividend but has suspended its share repurchase program, with a view to resuming it when conditions are appropriate. The Zedge Marketplace and product innovation strategy will remain core to the company's operations, generating cash flow and contributing to DataSeeds through its creator communities and content assets.

Key details

  • Morris Berger, current CEO of Zeno Media, will become Chief Executive Officer on October 1, 2026.
  • Jonathan Reich will transition from CEO to President and Chief Operating Officer, effective October 1, 2026.
  • Berger's compensation package includes an annual base salary of $450,000, a $50,000 signing bonus, and stock options equal to 3% of outstanding shares.
  • The company will raise approximately $7.5 million through a direct investment led by Vice Chairman Howard Jonas to accelerate DataSeeds.AI's growth.

Why it matters

This 8-K reports a change in the executive team at Zedge, Inc.. The likely share-price reaction reads as positive.

Bullish

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