09/29/2026 | Press release | Distributed by Public on 09/29/2026 16:40
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) | $3.22 | 09/25/2026 | P | 1,996,587 | (1) | (1) | Class B Common Stock | 1,996,587 | (1) | 1,996,587 | I | By Chartwell Holding, LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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JONAS HOWARD S C/O ZEDGE, INC. 1178 BROADWAY, SUITE 1450, 3RD FLOOR NEW YORK, NJ 10001 |
X | X | ||
| Joyce J. Mason, by Power of Attorney | 09/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of Class B common stock and the warrants to purchase Class B common stock were purchased under the same agreement in a private offering ("Private Placement") at a price of $2.93 per share of Class B common stock and the purchaser received warrants to purchase 90% of the shares of Class B common stock purchased. Each warrant has an exercise price of $3.22 per share and will become exercisable on the date (the "Initial Exercise Date") which is the later of: (i) March 25, 2027 and (ii) receipt of the requisite stockholder approval under NYSE American rules for the issuance of the warrants and the shares issuable thereunder. The warrants expire on the fifth (5th) anniversary of the Initial Exercise Date. |
| (2) | Shares held indirectly, all of which were purchased in a Private Placement. |