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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\nExchange Act of 1934

Date of Report (Date of earliest event reported):\nSeptember 29, 2026

Zedge, Inc.

(Exact name of registrant as specified in its\ncharter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Delaware		1-37782		26-3199071
(State or other jurisdiction of \n incorporation)		(Commission File Number)		(IRS Employer \nIdentification No.)

\n \n \n \n \n \n \n \n \n

1178 Broadway, Ste. 1450 (3rd Floor), New York, NY		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including\narea code: (330) 577-3424

Not Applicable

(Former name or former address, if changed since\nlast report.)

Check the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.\nbelow):

\n\n

☐	Written communications pursuant to Rule 425 under the Securities\nAct (17 CFR 230.425)

\n\n

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange\nAct (17 CFR 240.14a-12)

\n\n

☐	Pre-commencement communications pursuant to Rule 14d-2(b)\nunder the Exchange Act (17 CFR 240.14d-2(b))

\n\n

☐	Pre-commencement communications pursuant to Rule 13e-4(c)\nunder the Exchange Act (17 CFR 240.13e-4(c))

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

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B common stock, par value $0.01 per share		ZDGE		NYSE American

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange\nAct of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed by\nZedge, Inc. (the “Company”) on August 31, 2026, the Board of Directors of the Company (the “Board”) appointed\nMorris Berger as Chief Executive Officer of the Company, effective October 1, 2026. Mr. Berger commenced service as Chief Executive\nOfficer on October 1, 2026.

On September 29, 2026, the Company entered into an employment agreement\nwith Mr. Berger (the “Employment Agreement”) providing for: (i) a term of three (3) years, commencing October 1, 2026\n(“Start Date”); (ii) an annual base salary of $450,000; (iii) a one-time $25,000 cash signing bonus, payable after his Start\nDate, and a one-time $25,000 cash stay bonus, payable following the first anniversary of his Start Date; (iv) severance equal to one year\nof base salary under the terms and conditions set forth in the Employment Agreement; (v) full acceleration of the vesting of the options\ndescribed below in the event that his employment is terminated by the Company without Cause or he resigns for Good Reason (each as defined\nin the Employment Agreement); and (v) an award under the Company’s 2026 Equity Incentive Plan (the “Plan”) consisting\nof 10-year options to purchase shares of the Company’s Class B common stock, par value $0.01 per share, representing 3% of the Company’s\nissued and outstanding shares of common stock on October 1, 2026, with an exercise price equal to the fair market value of a share on\nthe date of grant, which will vest in twenty (20) equal quarterly installments over a period of five (5) years, commencing October 1,\n2026.

The foregoing description of the Employment Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as\nExhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Document
10.1†		Employment Agreement, dated as of September 29, 2026, between Zedge, Inc. and Morris Berger
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

\n\n

†	Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,\nthe Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

ZEDGE, INC.

By:	/s/ Yi Tsai
Name:	Yi Tsai
Title:	Chief Financial Officer

Dated:	October 9, 2026

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n \n \n \n

\n Exhibit No.		Document
10.1†		Employment Agreement, dated as of September 29, 2026, between Zedge, Inc. and Morris Berger
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

\n\n

†	Management contract or compensatory plan or arrangement.

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