Item 8.01. Other Events.
On March 16, 2021, Zedge, Inc. (the "Company"), filed a prospectus supplement
with the Securities and Exchange Commission which contemplates the sale, for a
gross aggregate sale price of up to $10,000,000, of shares of the Company's
Class B common stock (the "Shares"), from time to time in "at the market
offerings" pursuant to an At Market Issuance Sales Agreement with National
Securities Corporation and Maxim Group LLC (the "Sales Agents"), dated as of
March 16, 2021 (the "ATM Sales Agreement"). Sales pursuant to the ATM Sales
Agreement will be made only upon instructions by the Company to the Sales
Agents, and the Company cannot provide any assurances that it will issue any
Shares pursuant to the ATM Sales Agreement.
A copy of the ATM Sales Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the material
terms of the ATM Sales Agreement does not purport to be complete and is
qualified in its entirety by reference to such agreement.
Schwell Wimpfheimer & Associates, LLP, counsel to the Company, has issued a
legal opinion relating to the Shares. A copy of such legal opinion, including
the consent included therein, is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
1.1 At Market Issuance Sales Agreement among Zedge, Inc. and National
Securities Corporation and Maxim Group LLC, dated March 16, 2021.
5.1 Opinion of Schwell Wimpfheimer & Associates, LLP.
23.1 Consent of Schwell Wimpfheimer & Associates, LLP (included in Exhibit
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