ZDGE on NYSE

Zedge, Inc

Logo: Zedge, Inc, Public domain, via Wikimedia Commons5

Content distribution platform

Zedge is a content distribution platform that provides consumers with a way to personalize their mobile devices. It has offices in Trondheim, Vilnius, and New York City. As of February 2, 2023, the Zedge app has been downloaded over 436 million times and has approximately 30 million monthly active users.3 It is headquartered in Wilmington, United States.1 Its shares trade on NYSE under the symbol ZDGE.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

$29.4MRevenue, fiscal 20256
-$2.4MNet income, fiscal 20256
2009Founded1

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  • TickerZDGE on NYSE1
  • IndustryInternet1
  • HeadquartersWilmington, United States1
  • Websitewww.zedge.net
  • Legal formDelaware corporation1
  • Incorporated inDE7
  • Business address1178 Broadway, Suite 1450, 3Rd Floor, New York, Ny 100017
  • Filer categoryNon-accelerated filer, Smaller reporting company7
  • LEI549300EDIDRX7NRMGN174
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 45890654

Zedge is a content distribution platform that provides consumers with a way to personalize their mobile devices. It has offices in Trondheim, Vilnius, and New York City.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-11.0%Operating margin6
-8.1%Net margin6
-2.3%Revenue growth, 20256
-9.2%Return on equity6
$3.3MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Advertising brought in 69% of the revenue Zedge, Inc broke down this way in fiscal 2025.

  1. Advertising$20.3M669%down 3% from 2024
  2. Subscription and Circulation$5.1M617%up 17% from 2024
  3. Digital Goods And Services$2.2M67%down 37% from 2024
  4. Other Revenues$1.8M66%up 45% from 2024
Products and services by year
Products and services20242025
Advertising$21.0M$20.3M
Subscription and Circulation$4.3M$5.1M
Digital Goods And Services$3.5M$2.2M
Other Revenues$1.2M$1.8M

Business segments

Zedge Marketplace brought in 93% of the revenue Zedge, Inc broke down this way in fiscal 2025.

  1. Zedge Marketplace$27.2M693%up 2% from 2024
  2. Guru Shots$2.2M67%down 37% from 2024
Business segments by year
Business segments20242025
Zedge Marketplace$26.6M$27.2M
Guru Shots$3.5M$2.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue84¢$147.0M
  • Selling, general and admin16¢$27.2M
  • Income tax0¢$325.0K

Out of $29.4M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$83.0K
  • Share buybacks98¢$4.4M

Out of $3.4M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue1011121314156$29.4M in 2025+171% since 2018
0$10.0M$20.0M$30.0M$40.0M2018: $10.8M$10.8M20182019: $8.8M$8.8M2019−19%2020: $9.5M$9.5M2020+7%2021: $19.6M$19.6M2021+107%2022: $26.5M$26.5M2022+36%2023: $27.2M$27.2M2023+3%2024: $30.1M$30.1M2024+10%2025: $29.4M$29.4M2025−2%
Operating income1011121314156-$3.2M in 2025+149% since 2018
-$20.0M-$10.0M0$10.0M$20.0M2018: -$1.3M-$1.3M20182019: -$2.9M-$2.9M2019+122%2020: -$403.0K-$403.0K2020−86%2021: $7.8M$7.8M20212022: $11.8M$11.8M2022+52%2023: -$6.9M-$6.9M20232024: -$11.8M-$11.8M2024+71%2025: -$3.2M-$3.2M2025−73%
Net income1011121314156-$2.4M in 2025+53% since 2018
-$10.0M-$5.0M0$5.0M$10.0M2018: -$1.6M-$1.6M20182019: -$3.3M-$3.3M2019+114%2020: -$559.0K-$559.0K2020−83%2021: $8.2M$8.2M20212022: $9.7M$9.7M2022+18%2023: -$6.1M-$6.1M20232024: -$9.2M-$9.2M2024+50%2025: -$2.4M-$2.4M2025−74%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-07-312024-07-31
Revenues$29.4M$30.1M
Direct cost of revenues (excluding amortization of capitalized software and technology development costs which is included below)$1.8M$1.9M
Selling, general and administrative$27.2M$25.6M
Depreciation and amortization$1.1M$2.5M
Impairment of intangible assets$12.0M
Restructuring charges$1.6M
Loss on disposal of property and equipment$21.0K
Impairment of capitalized software and technology development costs$827.0K
Loss from operations-$3.2M-$11.8M
Interest and other income, net$666.0K$626.0K
Net loss resulting from foreign exchange transactions-$151.0K-$190.0K
Loss before income taxes-$2.7M-$11.4M
Income taxes benefit-$325.0K-$2.2M
Net loss-$2.4M-$9.2M
Foreign currency translation adjustment$323.0K-$295.0K
Total other comprehensive income (loss)$323.0K-$295.0K
Total comprehensive loss-$2.1M-$9.5M
Basic (in Dollars per share)-$0.17-$0.65
Diluted (in Dollars per share)-$0.17-$0.65
Basic (in Shares)13.7M shares14.1M shares
Diluted (in Shares)13.7M shares14.1M shares

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Corporate structure

Zedge, Inc sits at the top of its group. 5 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Zedge, Inc

  • Zedge, Inc Wilmington, Delaware, United States
    • Emojipedia Pty Ltd Subsidiary · Australia
    • GuruShots Ltd Subsidiary · Israel
    • Zedge Europe AS Subsidiary · Norway
    • Zedge Lithuania UAB Subsidiary · Lithuania

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Zedge, Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$9.6M6 Jul 31, 2025$10.6M6 Jul 31, 2024−9.4%
Property and equipment, before depreciation$10.0M6 Jul 31, 2025$11.1M6 Jul 31, 2024−10.6%
Accumulated depreciation$8.7M6 Jul 31, 2025$8.8M6 Jul 31, 2024−1.9%
Property and equipment, net$1.3M6 Jul 31, 2025$2.3M6 Jul 31, 2024−44.1%
Operating-lease assets (leased space)$64.0K6 Jul 31, 2025$214.0K6 Jul 31, 2024−70.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$18.6M6 Jul 31, 2025$20.0M6 Jul 31, 2024−6.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.9M6 Jul 31, 2025$1.8M6 Jul 31, 2024+5.9%
Intangible assets, net (excluding goodwill)$4.9M6 Jul 31, 2025$5.4M6 Jul 31, 2024−8.3%
Finite-lived intangibles, gross$15.3M6 Jul 31, 2025$15.3M15 Jul 31, 20240%
Finite-lived intangibles, net$4.9M6 Jul 31, 2025$5.4M15 Jul 31, 2024−8.3%

Properties, in its own words

Since July 2020, we have not maintained a physical headquarters, but maintain a virtual presence as our headquarters as our corporate staff has been working remotely. We lease a 4,900 square-foot office in Trondheim, Norway, as well as a development center in Vilnius, Lithuania, that accommodate our product, design, monetization, marketing and technology teams. The Trondheim lease is due to expire in March 2027 and we are exploring alternatives for that space in light of the recent restructuring and shut down of that office. On June 6, 2025, we signed a lease for a 3,600 square feet office space in Vilnius with the estimated move-in date on or before October 31, 2025, Note 19, Subsequent Events, to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. We lease approximately 2,200 square feet of office space in Tel Aviv, Israel that accommodates members of both the GuruShots and Zedge teams. The Tel Aviv lease is due to expire in October 2026. Our servers are hosted in leased data centers in different geographic locations in the United States. These data centers are owned and maintained by third-party data center providers. The Company believes it has sufficient space to accommodate its employees and operations.

Item 2 of the 10-K filed Oct 28, 2025.18

The story

Zedge was founded by Tom Arnøy, Kenneth Sundnes, and Paul Shaw in Norway in 2003. In June 2016, Zedge, Inc. — Zedge's parent company — was spun off from IDT as a publicly traded company listed on the New York Stock Exchange.

The company has expanded with the launch of Shortz, a mobile app, in 2019. In 2021, Zedge acquired online emoji encyclopedia Emojipedia. In 2022, Zedge acquired photography and mobile gaming company GuruShots.

From Wikipedia’s article on Zedge, shared under CC BY-SA 4.0.8

Leadership

Who has led Zedge, Inc, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Products and brands

Zedge offers a variety of customization options, including ringtones, wallpapers, home screen app icons, widgets, and notification sounds. Artists can launch a virtual storefront in Zedge, allowing them to market and sell their content to Zedge's global user base.

From Wikipedia’s article on Zedge, shared under CC BY-SA 4.0.8

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Emojipedia Pty Ltd Australia9
  • GuruShots Ltd Israel9
  • Zedge Europe AS Norway9
  • Zedge Lithuania UAB Lithuania9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 9, 20268-K Executive or director change35
  2. Sep 30, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure36
  3. Sep 10, 20268-K Entered a material agreement; Unregistered sale of shares37
  4. Aug 31, 20268-K Executive or director change; Regulation FD disclosure38
  5. Jun 17, 20268-K Regulation FD disclosure39
  6. Jun 11, 20268-K Results of operations40
  7. Mar 25, 20268-K Regulation FD disclosure; Other events41
  8. Mar 12, 20268-K Results of operations42
  9. Jan 15, 20268-K Shareholder vote; Regulation FD disclosure; Other events43
  10. Dec 12, 20258-K Results of operations44
  11. Oct 28, 20258-K Results of operations45
  12. Oct 20, 20258-K Regulation FD disclosure46
  13. Oct 21, 2020New chief executive Jonathan Reich becomes CEO19
  14. Nov 12, 2019New chief executive Elliot Gibber becomes CEO20
  15. May 31, 2016New chief executive Tom Arnoy becomes CEO21
  16. 2009Founded Founded1

Calendar

Coming up

  1. Oct 26, 2026 · After the closeReports results for the quarter ending Jul/202647

When it reported results

  1. Jun 11, 2026Reported quarterly or annual results40
  2. Mar 12, 2026Reported quarterly or annual results42
  3. Dec 12, 2025Reported quarterly or annual results44
  4. Oct 28, 2025Reported quarterly or annual results45
  5. Jun 12, 2025Reported quarterly or annual results48
  6. Mar 12, 2025Reported quarterly or annual results49
  7. Dec 16, 2024Reported quarterly or annual results50
  8. Oct 29, 2024Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

160 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 50 major events, 71 insider forms, 6 large holders, 1 private raises, 11 other. The latest 20:

  1. Oct 9, 20268-K CURRENT REPORT EDGAR
  2. Oct 9, 20263 EDGAR
  3. Oct 2, 2026SCHEDULE 13D EDGAR
  4. Sep 30, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
  5. Sep 29, 20264 EDGAR
  6. Sep 29, 20264 EDGAR
  7. Sep 29, 20264 EDGAR
  8. Sep 18, 2026D EDGAR
  9. Sep 15, 20264 EDGAR
  10. Sep 10, 2026SCHEDULE 13D/A EDGAR
  11. Sep 10, 20268-K CURRENT REPORT EDGAR
  12. Sep 10, 20264 EDGAR
  13. Aug 31, 20268-K CURRENT REPORT EDGAR
  14. Jun 17, 20268-K CURRENT REPORT EDGAR
  15. Jun 12, 202610-Q QUARTERLY REPORT EDGAR
  16. Jun 11, 20268-K CURRENT REPORT EDGAR
  17. Jun 2, 20264 EDGAR
  18. Mar 30, 2026S-8 REGISTRATION STATEMENT EDGAR
  19. Mar 25, 20268-K CURRENT REPORT EDGAR
  20. Mar 16, 202610-Q QUARTERLY REPORT EDGAR

The 160 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

24 open-market trades by officers, directors and large owners since October 2021: 22 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 25, 2026JONAS HOWARD SDirectorBuy2,218,430Form 4
Sep 11, 2026GIBBER ELLIOTDirectorBuy221,843Form 4
Jun 25, 2025GHERMEZIAN MARKDirectorSale25,767$3.99$102.8KForm 4
Jun 24, 2025GHERMEZIAN MARKDirectorSale46,683$4.06$189.5KForm 4
Apr 16, 2025GIBBER ELLIOTDirectorBuy1,999$2.21$4.4KForm 4
Apr 15, 2025GIBBER ELLIOTDirectorBuy5,000$2.04$10.2KForm 4
Apr 11, 2025GIBBER ELLIOTDirectorBuy5,000$1.95$9.8KForm 4
Mar 21, 2025SUESS GREGORYDirectorBuy2,175$2.29$5.0KForm 4
Mar 20, 2025SUESS GREGORYDirectorBuy2,275$2.25$5.1KForm 4
Mar 19, 2025SUESS GREGORYDirectorBuy2,175$2.26$4.9KForm 4
Mar 18, 2025SUESS GREGORYDirectorBuy2,200$2.27$5.0KForm 4
Jul 11, 2022SUESS GREGORYDirectorBuy3,358$2.71$9.1KForm 4
Jun 9, 2022GIBBER ELLIOTDirectorBuy645$5.30$3.4KForm 4
Jun 2, 2022GIBBER ELLIOTDirectorBuy645$5.34$3.4KForm 4
May 26, 2022GIBBER ELLIOTDirectorBuy645$5.17$3.3KForm 4
May 24, 2022REICH JONATHANCEO & PresidentBuy715$4.74$3.4KForm 4
May 19, 2022GIBBER ELLIOTDirectorBuy645$5.23$3.4KForm 4
May 17, 2022REICH JONATHANCEO & PresidentBuy715$4.90$3.5KForm 4
May 12, 2022GIBBER ELLIOTDirectorBuy645$4.48$2.9KForm 4
May 10, 2022REICH JONATHANCEO & PresidentBuy715$4.54$3.2KForm 4

All 24 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jonathan Reich59$375.0K$597.0K55
2025Yi Tsai69$215.0K$332.7K55
2025Michael Jonas42$5$104.9K55
2024Chief Executive Officer and President$375.0K$443.8K55
2024Executive Chairman and Chairman of the Board$50.0K$430.0K55
2024Chief Financial Officer$215.0K$295.8K55

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 8, 2026Raised $7.7 million in a private offering of equity Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 43. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Renaissance Technologies LLC532,222$1.6M0.0%+17,273
Vanguard Capital Management LLC519,339$1.6M0.0%−37,054
Citadel Advisors LLC136,088$421.9K0.0%New
Geode Capital Management, LLC116,616$361.6K0.0%−34,429
Dimensional Fund Advisors LP101,532$314.7K0.0%No change
Kahn Brothers Group Inc78,126$242.2K0.0%+198
Vanguard Fiduciary Trust Co72,588$225.0K0.0%+12,449
Bank of New York Mellon Corp63,239$196.0K0.0%No change
Jane Street Group, LLC56,700$175.8K0.0%New
Hillsdale Investment Management Inc.50,653$157.0K0.0%No change
Bridgeway Capital Management, LLC49,359$153.0K0.0%No change
Welch Group, LLC45,671$141.6K0.0%No change
Goldman Sachs Group Inc38,705$120.0K0.0%−3,475
BlackRock, Inc.37,621$116.6K0.0%+9,411
State Street Corp35,110$108.8K0.0%No change
NewEdge Advisors, LLC33,640$104.3K0.0%−25,278
Cerity Partners LLC27,064$83.9K0.0%−472
XTX Topco Ltd25,800$80.0K0.0%New
Northern Trust Corp25,394$78.7K0.0%+503
Kestra Advisory Services, LLC18,500$57.4K0.0%−250
Arrowstreet Capital, Limited Partnership16,950$52.5K0.0%−13,061
Two Sigma Investments, LP14,561$45.1K0.0%New
Prudential Financial Inc12,433$38.5K0.0%New
Charles Schwab Investment Management Inc11,319$35.1K0.0%No change
Anchyra Partners LLC10,000$31.0K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Zedge, Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARZedge, Inc.2
  • CIK0001667313
  • Employer ID (EIN)26-319907118
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsJuly 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address1178 Broadway, Suite 1450, 3Rd Floor, New York, NY 100012
  • Phone330-577-34242
  • Shares outstanding524,775 Common Class A shares; 12,479,136 Common Class B shares as of Oct 24, 202518
  • Public float$37.9M as of Jan 31, 202518
  • AuditorUHY LLP, New York PCAOB ID 1195; no auditor attestation of internal control over financial reporting18
  • On EDGAR sinceMar 8, 20162
  • Filings398 in all: 4 (180), 8-K (94), 10-Q (31), 3 (14), 10-K (10), DEF 14A (10), S-8 (8), SC 13G/A (5)2
    All 33 form types

    UPLOAD (5), 8-K/A (4), CORRESP (4), 10-12G/A (3), SC 13D/A (3), 144 (2), 424B5 (2), EFFECT (2), NT 10-K (2), S-3 (2), SC 13D (2), SCHEDULE 13D/A (2), 10-12G (1), 10-K/A (1), 10-Q/A (1), 3/A (1), 4/A (1), 8-A12B (1), 8-A12B/A (1), CERTNYS (1), CT ORDER (1), D (1), FWP (1), SC 13G (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Oct 28, 2025
    Quarterly report (10-Q) Jun 12, 2026
    Proxy statement (DEF 14A) Nov 26, 2025
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Class B common stock, par value $0.01 per shareZDGENYSE American

From the cover page of the 10-K filed Oct 28, 2025 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Zedge, Inc names in Item 1A of its 10-K filed Oct 28, 2025: 65 risks under these headings, as written.18

  • Our business, operating results or financial condition could be materially adversely affected by any of the following risks associated with any one of our businesses, as well as the other risks highlighted elsewhere in this document, particularly the discussions about competition. The trading price of our Class B common stock could decline due to any of these risks.
  • RISKS RELATED TO OUR BUSINESS AND INDUSTRY
  • If we fail to keep up with rapid technological changes in the internet, smartphone industries, and artificial intelligence (“AI”), and adapt our products and services accordingly, our results of operations and future growth may be adversely affected.
  • A key component of our growth strategy involves the adoption, integration, and effective utilization of AI technologies across our products, services, and internal operations, which introduces significant and evolving risks.
  • We offer a suite of freemium apps and we may not be successful in adding new users or in retaining existing users, or if our users decrease their level of engagement with our products or do not make optional purchases of tokens, coins, resources, or content, or convert into paying subscribers and renew their paid subscriptions our revenue, financial results and business may be significantly harmed.
  • We may not experience growth or engagement in certain geographic locations due to local factors.
  • We may not be successful in acquiring a sufficient number of users that become purchasers or retain existing users who generate profitable revenue for our apps.
  • We may not manage our in-app economy well and as a result, disincentivize users from making in-app purchases. Any failure to do so could adversely affect our business, financial condition, and results of operations.
  • If we are unable to compete for advertisers or if advertisers reduce their spend with us, our revenues, profitability and prospects may be materially and adversely affected.
  • The digital advertising market may deteriorate, which could materially harm our business and results of operations.
  • A material amount of our revenue is generated from a limited number of geographies and third-party advertising demand partners. Any change to this mix could result in negatively impacting our business, financial condition, and results of operations.
  • Our apps’ user base is heavily weighted to the Android operating system and our revenues and profitability may suffer if the market demand for Android smartphones decreases.
The other 54 risks
  • We may not be successful in diversifying our revenue mix in order to reduce our significant dependence on third-party advertisers.
  • Our revenues may fluctuate materially due to increases and decreases of new mobile device sales, or other factors, over which we have no control.
  • If technologies designed to block the display of advertisements are adopted en masse, or if web browsers limit or block behavioral targeting technologies our revenues may be adversely affected.
  • Activities of our advertiser clients and/or users could damage our reputation or give rise to legal claims against us.
  • We may not be able to continually meet our users’ expectations and retain or expand our user base, and our revenues, profitability and prospects may be materially and adversely affected.
  • Zedge Premium, the section of our marketplace where we offer premium content (i.e., for purchase), may not yield the strategic goals and objectives that we envision.
  • We operate in a highly competitive industry with low barriers to entry, and our failure to compete effectively, particularly with our AI-based offerings, could adversely affect our business and results of operations.
  • Our efforts to develop and expand our content licensing business exposes us to a number of risks that could limit our ability to grow, achieve commercial success, and maintain our overall, business, results of operations, and financial condition. Contributors may choose not to provide their content for licensing purposes, which could prevent us from scaling our licensing business.
  • Our licensing catalog may not contain the types of content prospective licensors seek, which could limit demand for our licensing business.
  • Challenges in delivering “content-on-demand” could undermine our ability to secure or generate the content that prospective licensors require.
  • Dependence on a limited number of prospective licensing partners could restrict our growth and profitability.
  • If we fail to maintain and enhance our various brands, or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.
  • Our products face competition in all aspects of their business. If our apps fail to compete effectively or if their reputation is damaged, our business, financial condition and results of operations may be materially and adversely affected.
  • The GuruShots acquisition may fail to yield growth opportunities and achieve beneficial synergies.
  • Certain of our offerings are sensitive to consumer spending and economic conditions.
  • RISKS RELATED TO FINANCIAL AND ACCOUNTING MATTERS
  • Our limited operating history makes it difficult to evaluate our business with past results not necessarily being indicative for future operating results and may increase your investment risk.
  • Our recent restructuring efforts may not achieve anticipated financial and operational goals, increasing our investment risk.
  • Although we had positive cash flow from operating activities fiscal 2023, 2024 and 2025, we had previously incurred, and may once again incur, net losses and experience negative cash flow from operating activities in the future and may not be able to obtain additional capital in a timely manner or on acceptable terms, or at all.
  • Changes in accounting principles or their application could result in accounting charges or effects which could adversely affect our operating results and prospects.
  • If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could suffer and lower the expectations of equity analysts and investors, resulting in a decline in the market price of our common stock.
  • Changes in tax laws, tax rates or tax rulings, or the examination of our tax positions, could materially affect our financial condition, effective tax rate, future profitability and results of operations.
  • We are exposed to fluctuations in foreign currency exchange rates.
  • If we fail to implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.
  • RISKS RELATED TO OUR OPERATIONS
  • We may not be able to effectively manage our growth or implement our future business strategies, in which case our business and results of operations may be materially and adversely affected.
  • Our marketing efforts to acquire new, and retain existing, customers may not be effective or cost-efficient, and may be affected by external factors beyond our control.
  • Our international operations expose us to additional risks that could harm our business, operating results and financial condition.
  • Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may adversely affect our operations adversely affect operations and financial condition, particularly given the ongoing war in Gaza, the June 2025 ’12-Day War’ between Israel and Iran, broader regional instability, and potential long-term impacts on Israel’s economy, technology sector, and foreign investment.
  • We have offices and other significant operations in Lithuania and Israel, and, therefore, our results may be adversely affected by political, economic and military instability in these countries.
  • Companies and governmental agencies may restrict access to our website or mobile apps, or the internet generally, which could lead to the loss or slower growth of our user base, in which case our business and results of operations may be materially and adversely affected.
  • Our core values of focusing on our users and acting for the long-term may conflict with the short-term interests of our business.
  • If we are unable to attract and retain highly qualified employees, we may not be able to grow effectively.
  • We rely on third parties to provide the technologies, including cloud services, necessary to deliver content, advertising, and services to our users, and any change in the licensing terms, costs, availability, or acceptance of these formats and technologies could materially adversely affect our business.
  • We track certain key performance indicators with internal and third-party tools and do not independently verify that all of this data is accurate. Certain of these indicators may have challenges in being tracked accurately which could result in real or perceived inaccuracies that could negatively impact our business.
  • We use open-source software in our platform that may subject our technology to general release or require us to re-engineer our solutions, which may cause materially harm to our business.
  • Our business, results of operation and financial condition could be adversely affected by the Covid 19 pandemic, other global epidemics and the restrictions put in place in connection therewith and/or the loosening of such restrictions could adversely impact our business.
  • Failure to detect or prevent fraudulent activities on our platform could cause users to lose confidence in our products and harm our business.
  • Future strategic alliances or acquisitions may not be successful and may have a material and adverse effect on our business, reputation and results of operations.
  • LEGAL AND REGULATORY RISKS
  • Legal or regulatory proceedings or allegations of impropriety could have a material adverse impact on our reputation, results of operations, financial condition and liquidity.
  • A variety of new and existing U.S. and foreign government laws and regulations could subject us to claims, judgments, monetary liabilities and other remedies, and to limitations on our business practices, in which case our business and results of operations may be materially and adversely affected.
  • Data privacy, security, and emerging AI laws and regulations in the jurisdictions in which we operate subject us to possible sanctions, civil lawsuits (including class action or similar representative lawsuits) and other penalties in the event of non-compliance. The need to observe these evolving requirements increases the cost of doing business and may impose operational burdens that could adversely affect our products, user experience, and competitiveness. Compliance failures by us, our partners, or our vendors could harm our business, reputation, and financial results.
  • New laws may impact our business, such as those affecting artificial intelligence, online platforms, and digital content providers, and efforts by lawmakers in various jurisdictions to regulate providers of certain online services which may apply to our business and therefore introduce additional compliance obligations and potential sanctions and penalties for failings in these areas. Monitoring (and, if applicable, complying with) these developments is likely to increase the cost of doing business, and any failure to comply with new laws may harm our business and reputation.
  • RISKS RELATED TO CONTENT AND INTELLECTUAL PROPERTY
  • If we face intellectual property infringement claims, or are unable to license, acquire or otherwise obtain access to compelling content and services at reasonable cost, or if we do not develop or commission compelling content of our own, the number of users of the Zedge Marketplace may not grow as anticipated, or may decline, or users’ level of engagement with the Zedge Marketplace may decline, all or any of which could materially harm our business and operating results.
  • We may not be able to prevent others from unauthorized use of our intellectual property, which could materially harm our business and competitive position.
  • We may face challenges in enforcing intellectual property rights in international markets.
  • Our insurance may not provide adequate levels of coverage against claims.
  • RISKS RELATED INFORMATION TECHNOLOGY AND DATA SECURITY
  • Our business depends on our ability to collect and effectively use data to serve relevant advertising, deliver suitable content, and identify appropriate customer prospects, and any limitation on the collection and use of this data could significantly diminish the value of our services, cause us to lose clients, make us less attractive to prospective customers, and harm our revenues.
  • Any significant system or network disruption or cyberattack could have a material adverse effect on our business prospects and results of operations.
  • RISKS RELATED TO OUR OWNERSHIP AND OUR CLASS B COMMON STOCK
  • We have granted, and may continue to grant, options, restricted shares and other types of awards under our stock option and equity incentive plans and otherwise, which may result in increased equity-based compensation expenses.
  • Investors may suffer dilution.
  • Our business, financial condition and results of operations, as well as our ability to obtain additional financing, may be adversely affected by downturn in the global economy.
  • The trading price of the shares of our Class B common stock may be volatile, and purchasers of our Class B common stock could incur substantial losses.
  • We are controlled by our majority stockholder, which limits the ability of other stockholders to affect our management.
  • If securities or industry analysts do not publish research or publish unfavorable research about our business or our stock, our stock price and trading volume could decline.
  • Our results of operations may be subject to wide fluctuations due to a number of factors which may adversely affect the trading price of our Class B common stock.

Legal proceedings

We may from time to time be subject to claims, demands and legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, we do not expect any of those legal proceedings to have a material adverse effect on our results of operations, cash flows or financial condition.

The opening of Item 3, Legal Proceedings.18

Sources

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