Item 7.01 Regulation FD.
Zedge, Inc. (the "Company") consummated the acquisition of substantially all of
the assets of Emojipedia Pty Ltd (the "Seller"), a proprietary company organized
under the laws of Australia. The acquisition was consummated pursuant to an
Asset Purchase Agreement dated as of August 1, 2021. The total purchase price of
the assets is not expected to exceed US$7 million. US$4.8 million was paid at
closing and the balance will be determined based on an incentive structure
linked to EBITDA generated from emojipedia.org during the first four month
period following the closing and paid out on the six-month and twelve month
anniversary of the Closing.
The assets purchased include emojipeida.org, a set of smaller websites, a bank
of emoji related URLs and other assets related to the Seller's business,
including World Emoji Day, the annual World Emoji Awards, and Emojitracker.
A copy of the press release issued by the Company concerning the acquisition is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Registrant is furnishing the information contained in this Report, including
Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities
and Exchange Commission (the "SEC"). This information shall not be deemed to be
"filed" with the SEC or incorporated by reference into any other filing with the
SEC. In addition, the Presentations contain statements intended as
"forward-looking statements" that are subject to the cautionary statements about
forward-looking statements set forth in the Presentations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
99.1 Press Release of the Registrant dated August 3, 2021.
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