Zedge, Inc. Announces $6.5M Private Placement Assignment to Chartwell

What Happened Zedge, Inc. filed an amended Form 8-K/A (Sept 30, 2026) updating its Sept 10, 2026 disclosure about a Securities Purchase Agreement entered Sept 8 and 10, 2026. Effective Sept 23, 2026, Howard Jonas assigned his purchaser rights and obligations under that Purchase Agreement to Chartwell Holding LLC. Chartwell assumed Mr. Jonas’s obligation to pay $6,500,000 and his right to receive 2,218,430 shares of Class B common stock and warrants to purchase 1,996,587 shares of Class B common stock (correcting an earlier reported figure). Mr. Jonas and his wife are the sole beneficiaries of Chartwell, so Mr. Jonas is deemed to beneficially own the securities held by Chartwell. The company issued a press release on Sept 30, 2026 announcing completion of the private placement.

Key Details

• Assignment effective date: September 23, 2026.
• Consideration/issuance: Chartwell assumed payment of $6,500,000 for rights to 2,218,430 Class B shares plus warrants to purchase 1,996,587 Class B shares (corrected count).
• Filing: 8-K/A amends the initial 8-K filed Sept 10, 2026; press release dated Sept 30, 2026 furnished as Exhibit 99.1.
• Beneficial ownership: Mr. Jonas (and his wife) are sole beneficiaries of Chartwell and are deemed to beneficially own the securities.

Why It Matters This filing documents completion of a private placement financing and clarifies who holds the purchaser rights (Chartwell) and the corrected warrant count. For investors, the transaction (2.22M new Class B shares plus ~2.0M warrants) is relevant to potential dilution and insider ownership disclosures. The filing does not provide operating or earnings information; it focuses on the financing, assignment, and the related beneficial ownership disclosure.