Zedge, Inc. Agrees $7.675M Insider Private Placement of Shares & Warrants

What Happened

• Zedge, Inc. announced it entered a Securities Purchase Agreement on Sept. 8 and 10, 2026, to sell an aggregate of 2,616,447 shares of Class B common stock and warrants to purchase 2,354,803 additional Class B shares for total proceeds of $7,675,000.
• Purchasers include Howard Jonas (Vice Chairman) investing $6.5M, Elliot Gibber (director) investing $650,000, and another current stockholder investing $525,000. Howard Jonas is the father of Executive Chairman Michael Jonas.

Key Details

• Total proceeds: $7,675,000 for 2,616,447 Class B shares; accompanying warrants cover 2,354,803 shares.
• Purchase price per share: $2.98 or $2.93 (based on NYSE American closing price immediately before each purchaser signed); warrant exercise price equals 110% of that price ($3.22 or $3.28).
• Warrant terms: 5-year life, cash exercise only, non-transferable, not listed; cannot be exercised until the later of (i) six months after closing and (ii) receipt of NYSE American stockholder approval for the issuance.
• Closing for each purchaser required within 15 days of their execution; stockholder approval will be sought at next meeting but is not a condition to closing. The company used no placement agent and expects to rely on Section 4(a)(2)/Rule 506(b) exemptions (unregistered sale).

Why It Matters

• This is a meaningful insider-led capital raise that provides Zedge with immediate funding of $7.675M while also granting insiders warrants that could result in additional shares if exercised.
• Investors should note potential dilution from both the issued shares and the warrant shares (totaling ~4.97M shares if all warrants are exercised) and that the warrants are subject to a holding/exercise delay tied to stockholder approval and a six-month lock.
• The transaction signals insider support (large investment by the Vice Chairman) but also involves related-party participation (family ties to the Executive Chairman), which investors often watch closely for governance implications.