Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Zedge, Inc. (Name of Issuer) |
Class B Common Stock, par value $0.01 per share (Title of Class of Securities) |
98923T104 (CUSIP Number) |
Michael Jonas c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450 New York, NY, 10001 (330) 577-3424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98923T104 |
| 1 |
Name of reporting person
Michael Jonas | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,042,254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Zedge, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1178 Broadway, 3rd Floor #1450, New York,
NEW YORK
, 10001. |
| Item 2. | Identity and Background |
| (a) | Michael Jonas. |
| (b) | c/o Zedge, Inc., 1178 Broadway, 3rd Floor #1450, New York, NY 10001 |
| (c) | Mr. Jonas is Executive Chairman and Chairman of the Board of Directors of the Company. |
| (d) |
During the last five years, Mr. Jonas has not been convicted in a criminal proceeding. During the last five years, Mr. Jonas was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, nor a finding of any violation with respect to such laws. Mr. Jonas is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The matters set forth in Item 4 of this Amendment are incorporated in this Item 3 by reference as if fully set forth herein. | |
| Item 4. | Purpose of Transaction |
On September 7, 2024, Mr. Jonas received 3,654 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On September 8, 2025, Mr. Jonas received 4,233 shares of Class B Common Stock upon the vesting of previously granted deferred stock units. On October 28, 2025, the Company reported in its Annual Report on Form 10-K that, as of October 24, 2025, the Company had 524,775 shares of Class A common stock and 12,479,136 shares of Class B Common Stock outstanding. This reflected a decrease in the total shares of Class B Common Stock outstanding, primarily attributable to purchases of outstanding Class B Common Stock by the Company under a $5 million share repurchase program. As a result of such decrease in the total outstanding shares of Class B Common Stock, Mr. Jonas' percentage of beneficial ownership of the total outstanding shares of Class B Common Stock has increased. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, Mr. Jonas beneficially owns 2,042,254 shares, which includes (i) 524,775 shares of Class A Common Stock (by virtue of the fact that they are convertible into shares of the Company's Class B Common Stock on a one-for-one basis), and (ii) 1,517,479 shares of Class B Common Stock, including 77,472 unvested restricted shares (of which 38,736 shares are scheduled to vest on each of February 9, 2026 and February 8, 2027). |
| (b) | These 2,042,254 shares represent approximately 15.7% of the issued and outstanding shares and 61.2% of the combined voting power of the Company's outstanding capital stock based on 524,775 shares of Class A Common Stock and 12,479,136 shares of Class B Common Stock issued and outstanding as of October 24, 2025, as reported in the Company's most recently filed Annual Report on Form 10-K. As used herein, the term "beneficially owns" shall be construed as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934. |
| (c) | Except as described herein, no transactions in the Class B Common Stock were effectuated by the Reporting Person during the 60 days prior to the date of this Amendment. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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