Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 28, 2022

 

Zedge, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-37782		26-3199071
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1178 Broadway, Ste. 1450 (3rd Floor) New York, NY		10001
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B common stock, par value $0.01 per share		ZDGE		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

 

 

Item 4.01.  Changes in Registrant’s Certifying Accountant

 

(a) Dismissal of Independent Registered Public Accounting Firm.

 

Based on information provided by Friedman LLP (“Friedman”), the independent registered public accounting firm of Zedge, Inc. (the “Company”), effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public accounting firm as a wholly-owned subsidiary of Marcum.  Friedman was appointed as the Company’s independent registered public accounting firm on January 25, 2022, and continued to serve as the Company’s independent registered public accounting firm through November 28, 2022. On November 28, 2022, at the recommendation of the Company’s Audit Committee, Marcum was engaged to serve as the independent registered public accounting firm of the Company for the first quarter of the fiscal year ending July 31, 2023, effective immediately. The services previously provided by Friedman will now be provided by Marcum.

 

The report of Friedman on the Company’s consolidated financial statements for the fiscal year ended July 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.  Friedman did not issue a report on the Company’s consolidated financial statements for the fiscal year ended July 31, 2021, as they were not engaged until after that audit was completed.

 

During the fiscal years ended July 31, 2021 and 2022, and through November 28, 2022, there were no disagreements, as defined in Item 304 of Regulation S-K, with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such period, and there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

We provided Friedman with a copy of the above disclosure and requested that Friedman furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not it agrees with the statements made by the Company above. A copy of Friedman’s letter dated November 30, 2022 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm.

 

On November 28, 2022, the Company engaged Marcum as the Company’s independent registered public accounting firm for the first quarter of the fiscal year ending July 31, 2023, effective immediately. During the fiscal years ended July 31, 2022 and July 31, 2021, and the subsequent interim period through November 28, 2022, neither the Company nor anyone acting on its behalf has consulted with Marcum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Document
16.1		Letter from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated November 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ZEDGE, INC.
	By:	/s/ Jonathan Reich
	Name:	Jonathan Reich
	Title:	Chief Executive Officer

 

Dated: December 1, 2022

 

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EXHIBIT INDEX

 

Exhibit No.		Document
16.1		Letter from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated November 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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