Current Report Filing (8-k)
March 16 2017 - 4:33PM
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): March 15, 2017
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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22
Cortlandt Street (14
th
Floor), New York, NY
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10007
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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):
☐
|
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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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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Item 2.02.
Results of Operations and Financial Condition
On
March 16, 2017, Zedge, Inc. (the “Registrant”) issued a press release announcing its results of operations for its
fiscal quarter ended January 31, 2017. A copy of the press release issued by the Registrant concerning the foregoing results 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 2.02 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 unless otherwise expressly stated in such filing.
In addition, this Report and the press release contain statements intended as “forward-looking statements” that are
subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b)
On March 15, 2017, Marie Therese Carney submitted her resignation as a director of the Registrant. Ms. Carney’s resignation
was accepted by the Board of Directors on March 15, 2017.
(d)
On March 15, 2017, the Registrant’s Board of Directors elected Todd E. Feldman, age 41, as a director to serve until
the next annual meeting of the Registrant’s stockholders. Mr. Feldman was also appointed to serve on the Audit
Committee, Compensation Committee and Corporate Governance Committee of the Board of Directors, and as Chairman of the
Corporate Governance Committee.
There
are no arrangements or understandings between Mr. Feldman and any other person pursuant to which Mr. Feldman was elected as a
member of the Board of Directors. Mr. Feldman has not entered into any related person transactions with the Registrant that are
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr.
Feldman will be entitled to receive non-employee director compensation in accordance with the Registrant’s policy on director
compensation.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No
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Document
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99.1
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Earnings
Release, dated March 16, 2017, reporting the results of operations for Zedge, Inc.’s fiscal quarter ended January 31, 2017
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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
Financial Officer
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Dated:
March 16, 2017
EXHIBIT
INDEX
Exhibit
Number
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Document
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99.1
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Earnings
Release, dated March 16, 2017, reporting the results of operations for Zedge, Inc.’s fiscal quarter ended January 31, 2017
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