ZDGE 10-K & 10-Q changes, risk factors and insider trading
Zedge, Inc. · NYSE · Services-Prepackaged Software · CIK 1667313 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we fail to keep up with rapid technological changes in the internet, smartphone industries, and artificial intelligence (“AI”), and adapt our products and services accordingly, our results of operations and future growth may be adversely affected.”
New heading “A key component of our growth strategy involves the adoption, integration, and effective utilization of AI technologies across our products, services, and internal operations, which introduces significant and evolving risks.”
New heading “We operate in a highly competitive industry with low barriers to entry, and our failure to compete effectively, particularly with our AI-based offerings, could adversely affect our business and results of operations.”
New heading “Our efforts to develop and expand our content licensing business exposes us to a number of risks that could limit our ability to grow, achieve commercial success, and maintain our overall, business, results of operations, and financial condition. Contributors may choose not to provide their content for licensing purposes, which could prevent us from scaling our licensing business.”
New heading “Our licensing catalog may not contain the types of content prospective licensors seek, which could limit demand for our licensing business.”
New heading “Challenges in delivering “content-on-demand” could undermine our ability to secure or generate the content that prospective licensors require.”
New heading “Dependence on a limited number of prospective licensing partners could restrict our growth and profitability.”
New heading “Our recent restructuring efforts may not achieve anticipated financial and operational goals, increasing our investment risk.”
Removed heading “If we fail to keep up with rapid technological changes in the internet and smartphone industries and adapt our products and services accordingly, our results of operations and future growth may be adversely affected.”
Removed heading “A key component of our growth strategy involves the adoption and utilization of artificial intelligence (AI), which introduces certain risks.”
Removed heading “Zedge is exposed to claims from prior owners of GuruShots objecting to the determination that the conditions for payment of the earnout for the first year following acquisition were not met, and that the user acquisition spend obligations that we have made to the sellers of GuruShots are not required.”
Largest changes
“Additionally, laws and regulations focused on the development and use of AI are proliferating globally and continue to evolve (for example, comprehensive AI frameworks in the EU and emerging federal and state guidance in the U.S.). Compliance may require significant documentation, transparency and record-keeping, risk assessments, model governance, content provenance or watermarking, impact assessments, vendor oversight, and restrictions on certain use cases. Noncompliance could result in investigations, fines, injunctions, remediation obligations, or other sanctions. …”see in full comparison
“Efforts to comply with this complex and evolving legal landscape may require substantial modifications to our data-processing practices, AI governance, and product features, increasing operational costs and reducing speed to market. Failure to comply—or perceived failure to comply—with applicable privacy, security, or AI-related obligations may result in investigations, enforcement actions, litigation, fines, negative publicity, loss of user trust, and other harm to our business, financial condition, and results of operations. …”see in full comparison
“Similarly, Apple is experiencing industry pushback and country-specific regulations. In response to a recent U.S. antitrust settlement, effective January 2025 Apple now allows all digital apps in the United States to include a “prominent link” or button directing users to the developer’s website to process payments for in-app purchases, subject to Apple’s updated commission structure and compliance requirements. …”see in full comparison
“Any failure or perceived compliance failure with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in official investigations or enforcement actions, litigation, legal claims, or negative publicity from consumer advocacy groups or the press and could result in significant liability, cause our users to lose trust in us to the point of severing their relationship with us, and otherwise materially and adversely affect our …”see in full comparison
“The use of AI also raises ethical, reputational, and legal concerns. AI systems can generate or amplify content that is inaccurate, misleading, biased, discriminatory, harmful, or otherwise controversial, or be misused by third parties. If our AI tools produce, or are perceived to produce, such outputs, or if we fail to implement adequate human oversight, testing, and safeguards (including data governance, evaluation, and post-deployment monitoring), our brand and competitive standing could be harmed and we could face complaints, investigations, or litigation. …”see in full comparison
“Similarly, Apple is experiencing industry pushback and country-specific regulations. In response to a recent antitrust lawsuit, Apple now allows all digital apps in the United States to include a link to the developer’s website to process payments for in-app purchases. Additionally, in the EU, pursuant to the Digital Markets Act, all major app store operators such as Google and Apple will be forced to introduce more country-specific billing policies that allow developers to offer alternative billing methods, and it is expected that other markets may follow suit. …”see in full comparison
Full comparison: every changed paragraph (127)
If we fail to keep up with rapid technological changes in the internet, smartphone industries, and artificial intelligence (“AI”), and adapt our products and services accordingly, our results of operations and future growth may be adversely affected.
The internet and smartphone industries are characterized by rapid and innovative technological changes. Our future success will depend, in part, on our ability to respond to fast changing technologies, adapt our products and services, including those of Emojipedia, to evolving industry standards and improve the performance, functionality and reliability of our products and services. For example, AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries. While it is too early to accurately quantify the impact of these changes on Emojipedia’s monthly active users (MAU), we believe they are likely to result in reduced traffic and adversely affect revenue. Our increasing reliance on AI technologies for various operational aspects, such as content moderation, personalization, and user engagement, may pose risks if these systems fail or produce unintended outcomes. Technical issues, data inaccuracies, or system malfunctions could disrupt our services and negatively impact user experience. Ensuring the reliability and accuracy of AI systems requires ongoing maintenance, testing, and potential human oversight, which may increase operational complexity and costs. Our failure to continue to adapt to such changes could harm our business. If we are slow to develop products and services that are compatible with smartphones, or if the products and services we develop are not widely accepted and used by smartphone users, we may not be able to capture a significant share of this important market. In addition, the widespread adoption of new internet, networking or telecommunications technologies or other technological changes for smartphones could require substantial expenditures to modify or adapt our products, services or infrastructure. If we fail to keep up with rapid and innovative technological changes to remain competitive, our future growth may be materially and adversely affected and our results of operations could be materially and adversely affected.
A key component of our growth strategy involves the adoption, integration, and effective utilization of AI technologies across our products, services, and internal operations, which introduces significant and evolving risks.
We currently incorporate AI into certain existing and planned products, as well as our internal operations. For example, in fiscal 2023 we launched pAInt, a generative AI creation suite within the Zedge App. We also rely on AI tooling, automation platforms, and emerging practices such as “vibe coding” to improve operational efficiency, enhance content creation workflows, and accelerate product development. Developing, testing, and deploying these AI systems, particularly those leveraging third-party services, may increase our cost profile due to high computing costs, which could reduce our margins and adversely affect our financial results. Achieving consistent, secure, and compliant AI adoption across departments—including Product & Engineering, Content Operations, Trust & Safety, Customer Support, Finance, and Legal/Compliance—requires ongoing investment in training, governance, and change management. Failure by any function to adopt or appropriately use these tools could reduce productivity, impair product quality, or cause compliance or security issues.
AI technologies are complex, resource-intensive, and rapidly evolving. Market demand and acceptance of AI-driven offerings, such as pAInt and Zedge Premium, remain uncertain, and our product development efforts may not achieve widespread adoption or may be outpaced by competitors. Competitors with greater financial, technical, data, or distribution resources may gain an advantage in attracting and retaining AI talent and in acquiring training data and compute capacity, which could impair our ability to maintain competitive AI capabilities. If our AI solutions, or those of others in our industry, draw controversy due to their perceived or actual societal impact—such as generating biased, harmful, or misleading content—we may experience brand or reputational harm, competitive harm, or legal liability, which could slow user adoption of our products.
The use of AI also raises ethical, reputational, and legal concerns. AI systems can generate or amplify content that is inaccurate, misleading, biased, discriminatory, harmful, or otherwise controversial, or be misused by third parties. If our AI tools produce, or are perceived to produce, such outputs, or if we fail to implement adequate human oversight, testing, and safeguards (including data governance, evaluation, and post-deployment monitoring), our brand and competitive standing could be harmed and we could face complaints, investigations, or litigation. Potential litigation or government regulation related to AI may increase the burden and cost of research and development, further subjecting us to reputational harm, competitive harm, or legal liability. Failure to address perceived or actual technical, legal, compliance, privacy, security, or ethical issues could undermine public confidence in AI, slowing customer adoption of our AI-driven products and services, such as pAInt and Zedge Premium.
We are susceptible to platform and competitive risks arising from the rapid adoption and integration of AI by established technology platforms, app stores, search engines, and new market entrants. For example, platforms may incorporate AI-driven wallpaper, emoji, or other personalization features directly into their services or AI overviews, reduce referral traffic, alter algorithms or terms governing AI content, or restrict use of third-party AI tools, any of which could decrease usage of our products or increase customer acquisition costs. Over time, improvements in AI accuracy, efficiency, and capabilities could disrupt our business model if we fail to anticipate and respond effectively.
Operationally, AI models depend on the quality, provenance, and security of data and on reliable third-party infrastructure. Inadequate, outdated, biased, or compromised datasets can produce flawed outputs and “model drift.” Our reliance on third-party models, APIs, datasets, and cloud providers exposes us to outages, cost volatility, performance degradation, or changes in licensing or acceptable-use terms, which could disrupt our operations if these services become unavailable or are no longer offered on commercially reasonable terms. Integrating AI introduces new cybersecurity risks, including prompt-injection, data exfiltration, model poisoning, and supply-chain vulnerabilities, as well as the risk that employees inadvertently input confidential or personal data into external systems.
Intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. courts or federal and state laws, nor by international legal frameworks globally. Our ongoing development and use of generative AI tools may result in copyright infringement claims, disputes over ownership and licensing, and potential patent infringement claims, among other things. These legal challenges could be costly to defend against, leading to substantial financial obligations and reputational damage. The evolving regulatory environment and uncertain legal precedents in this field further increase our exposure to litigation risks, which could materially affect our business, financial condition, and results of operations.
Additionally, laws and regulations focused on the development and use of AI are proliferating globally and continue to evolve (for example, comprehensive AI frameworks in the EU and emerging federal and state guidance in the U.S.). Compliance may require significant documentation, transparency and record-keeping, risk assessments, model governance, content provenance or watermarking, impact assessments, vendor oversight, and restrictions on certain use cases. Noncompliance could result in investigations, fines, injunctions, remediation obligations, or other sanctions. Cross-border data transfer rules, sanctions, and export controls may affect access to datasets, models, or compute resources in some jurisdictions.
Further, our use of generative AI in aspects of our platforms may present risks and challenges that could increase as AI solutions become more prevalent. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. These deficiencies and other failures of AI systems could have negative impacts on our users’ experience and subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Contractual indemnities from vendors may be unavailable or insufficient. We may also face claims related to privacy (including the processing of personal or biometric information), publicity rights, deceptive practices, or content moderation failures. Defending such claims can be costly and time-consuming, could require changes to our products or processes, and could harm our reputation and financial results.
Finally, AI-related development and inference can increase energy consumption and costs, and investor or regulatory focus on sustainability may impose additional constraints. If we fail to implement robust AI governance, align employee practices with our policies, maintain sufficient human oversight, and continuously evaluate and improve our systems, the risks described above could materially and adversely affect our business, financial condition, results of operations, and reputation.
The
size of our user base and our users’
level of engagement and paid conversion are fundamental to our success. Our financial performance
has been and will continue to be dependent
on our ability to successfully add new users, retain and engage existing users and convert
them into paying users and/or subscribers.
We expect that the size of our user base will fluctuate or decline in one or more markets
from time to time. If consumers and/or creators
do not perceive our products as useful, effective, entertaining, reliable, and/or trustworthy,
we may not be able to attract or keep users
or otherwise maintain or increase the frequency and duration of their engagement or the percentage
of users that are converted into or
remain paying subscribers. ThereWe ismay nocontinue guaranteeto thatsee we will not experience a declinedeclines in our user base or engagement levels.levels,
which could further erode our ability to maintain or grow revenue. User engagement
can be difficult to measure, particularly as we introduce
new and different products and services, and as various privacy regulations
evolve. Any number of factors can negatively affect user
retention, growth, engagement and conversion, including if:
Revenues
of freemium apps and websites typically
rely on a small percentage of users that convert into paying users by making in-app purchases
of digital goods and/or paid subscriptions;
however, the vast majority of users play for free or only occasionally make purchases or
opt-in for paid subscriptions. Accordingly, only
a small percentage of our users are paying users. In addition, a small portion of paying
users generate a disproportionate percentage
of revenue. Because of this, it is imperative for us to both retain these valuable customers
and to maintain or increase their spend over
time. In fiscal 2024,2025, we experienced ana 8%17% declineincrease in paidsubscription subscriptions.revenue and a 29% increase
in subscription billings. Conversely, over the past sevennine years, GuruShots has successfully
increased the compounded annual growth rate
of monthly spending per paying player by around 9.9%.6.2%. There can be no assurance that we will
be able to continue to retain paying users,
grow or maintain subscription levels or that paying users will maintain or increase their
spending. We may experience a net decline in
paying players resulting in a decrease in revenue resulting in a materially adverse outcome
for our business and financial results.
In
addition, internet-connected devices and operating
systems controlled by third parties increasingly contain features that allow device
users to disable functionality that allows for the
delivery of advertising on their devices or reduce the ability to provide personalized
or targeted advertising, which results in less
valuable ads. Device and browser manufacturers may include or expand these features as
part of their standard device specifications. For
example, when Apple announced that UDID,IDFA, a standard device identifier used in some
applications, was being superseded and would no longer
be supported, application developers were required to update their apps to utilize
alternative device identifiers such as universally
unique identifier, or, more recently, identifier-for-advertising, which simplifies
the process for Apple users to opt out of behavioral
targeting. Furthermore, laws and regulations may also make it more difficult to
deliver personalized or targeted advertising or impose
requirements that result in more users making elections to block our ability to
deliver targeted ads. If users do not elect to participate
in functionality that supports the delivery of targeted advertising on their
devices, our ability to deliver effective advertising campaigns
could suffer, which could cause our business, financial condition, or
operating results to be adversely affected.
We anticipate that our growth and profitability will continue to depend on our ability to sell our advertising inventory. Companies that advertise with us may choose to utilize other advertising channels or may reduce or eliminate their marketing altogether for a variety of reasons, many of which are out of our control, including, without limitation, if the demand for mobile phone personalization industry declines or otherwise falls out of favor with advertisers or consumers. In addition, we previously disclosed that disruptions caused by U.S. regulatory action, specifically the TikTok ban that took effect in early 2025 shortly after President Trump assumed office, had an immediate impact on advertiser behavior. During that period, U.S. advertising revenue fell, with TikTok advertising spend for the most part disappearing. This experience illustrates how government-mandated restrictions on a major advertiser can impact revenue quickly. Should future regulation, such as a reinstated or expanded ban on TikTok or restrictions on other platforms result, our revenue could be materially and adversely affected.
Further,
our advertisers’ ability to effectively
target their advertising to our user’s interests may be negatively impacted by the
degree to which our privacy control measures
that we have implemented or may implement in the future in connection with regulations,
regulatory actions, the user experience, or otherwise,
and our advertising revenue may decrease or otherwise be curtailed as a result.
Changes to operating systems’ practices and policies,
such as Apple’s deprecating the Identifier for Advertisers (“IDFA”)
and changes by Google to its advertising and Google’stracking policies, including the planned deprecation of third-party cookies in Chrome and
a shift away from certain elements of its Privacy Sandbox whichinitiative, isas meant
well as efforts to make current tracking mechanisms obsolete, and block covert tracking techniques,techniques like fingerprinting fingerprinting,
may also reduce the quantity and
quality of the data and metrics that can be collected or used by us and our partners. These limitations
may adversely affect our advertisers’
ability to effectively target advertisements and measure their performance, which could reduce
the demand and pricing for our advertising
products and harm our business. As such, our digital property’s current and potential
advertiser clients may ultimately find digital
advertising to be less effective than traditional advertising media or marketing methods
or other technologies for promoting their products
and services, and they may even reduce their spending on mobile advertising from current
levels as a result or for other reasons.
In
fiscal 2024,2025, revenue from well developed economies
accounted for approximately 80%81% of our total revenues and 69%72% of our total
advertising revenues were generated by three advertising demand
partners. While our end users are located around the world, the
revenue is generated in the United States from our advertising partners.
During the past five years, we have experienced a shift in
our Zedge App’s regional customer make-up with the percentage of our
total MAU from emerging markets increasing, while the
portion from well-developed markets is decreasing. In fiscal 2024,2025, 79%76.7% of our Zedge
App’s users were located in emerging
markets with 21%23.3% of users in well-developed regions compared to 78%21.1% and 22%78.9% respectively in
fiscal 2023.2024. India comprised 30% 32.5%
of our MAU as of July 31, 2024.2025. This shift has negatively impacted revenues because well-developed markets
command materially higher
advertising rates when compared to those in emerging markets. Although we are investing in reversing this trend,
we may not be
successful in this effort which may result in lower revenues and profitability. Although GuruShots’ and Emojipedia’sEmojipedia’ s
user bases are more heavily weighted to well-developed economies, weour areoverall stillrevenue exposedremains sensitive to the impactregional composition
of a shift in our Zedge App’s
user base toward emerging markets.base.
Three
advertising demand partners, mainly, Google,
Vungle Liftoff, and AppLovin were responsible for 69%72% of overall advertising revenue in fiscal 2024.2025. If
any of these advertising demand partners
were to alter their spend on our digital properties the outcome could result in lowering revenues
and profitability.
In addition, on April 24, 2024, President Biden signed the Protecting Americans from Foreign Adversary Controlled Applications Act (PAFACA), which required ByteDance, TikTok’s Chinese owner, to divest the app’s U.S. operations by January 19, 2025, or face a nationwide ban. This law was upheld by the U.S. Supreme Court in January 2025 in TikTok v. Garland.
After briefly going offline in mid-January, TikTok continued to operate in the U.S. under a series of executive orders signed by President Trump, each delaying enforcement of the federal ban by 75- to 90-day increments. The most recent extension set a compliance deadline of September 17, 2025. Shortly before that date, the U.S. and China announced they had reached a framework agreement to transition TikTok’s U.S. operations toward a U.S.-based ownership structure, aimed at preserving continued operation in the U.S. while satisfying national security concerns. Consistent with this framework, on September 16, 2025, the President signed a new executive order further extending the compliance deadline to December 16, 2025.
Should TikTok fail to complete an approved divestiture or meet U.S. requirements under the PAFACA and its implementing regulations by December 16, 2025, enforcement of the federal ban could resume, including removal of the app from U.S. app stores and other restrictions. This poses material risks to advertising and e-commerce, including revenue tied to TikTok-based promotions on Zedge’s platform.
In addition, on April 24, 2024 President Joe Biden signed a bill that
would ban TikTok in the United States if ByteDance, TikTok’s Chinese owner, didn’t sell the platform to a non-Chinese owner
within nine months. Although TikTok is challenging the legality of this bill in court it is unclear if they will prevail. The negative
impact of a TikTok ban could be material impacting advertising and ecommerce. In light of TikTok running ads in Zedge’s platform
a ban could negatively impact revenue.
In
fiscal 2024,2025, approximately 79%75% of our revenues
excluding GuruShots were generated from advertising sales. We cannot assure you that we
will be successful in diversifying our revenue
mix by identifying new revenue drivers that complement our advertising-heavy business.
Although the Zedge App had initial success in converting
freemium users into paid subscribers, starting with zero in January 2019 and
ending fiscal 20232024 with approximately 647,000,669,000, we ended fiscal
2024 2025 with 669,000984,000 subscribers, a 3.4%47% increase and there is no guarantee that we willmay not be successful
in improving subscriber base growth
or in maintaining our current subscriber base. Furthermore, the subscription growth we experienced
in fiscal 2025 was fueled by converting users to lifetime subscriptions and offers that aligned with localized pricing dynamics. We may
not be able to continue to be able to drive this growth as market dynamics may change. To date, Zedge Premium has taken longer to scale
than we originally anticipated. Furthermore,
we are still integrating GuruShots and have not achieved its expected growth trajectory
or realized synergies between GuruShots and our
legacy operations. Finally, Android users constitute approximately 96%95% of our overall
MAU and are prone to spend less money in apps than
iOS and web users. Even if our new initiatives are successful on one platform, we
may not be able to replicate that success across other
platforms.
We
rely on third-party platforms, such asprimarily the
iOS App Store, Meta, and Google Play Store, to distribute our appsapps, process payments, and
collect revenues generated on these platforms. These platforms exercise significant control over app distribution, monetization, advertising,
and privacy policies, and frequently update their algorithms and terms of service. In addition, the integration of AI-driven content
and search results by these platforms (e.g., Google’s “AI Overviews” and similar generative AI features from Apple
and Meta) may reduce organic traffic to our properties by embedding content directly in platform experiences. If these platforms adopt
adoptpolicies policies— including those relating to AI integration, advertising, privacy, monetization, or monetizationcontent display — that are
counter to our strategystrategy, itour business could result inbe materially
and adversely affecting our business.affected.
Our
products and services depend almost entirely on mobile app
stores stores, particularly Google Play and Apple’s App Store, and on other
third parties such as data center service providers, as well as third party cloud infrastructure and service providers,
payment aggregators,
computer systems, internet transit providers and other communications systems and service providers. Our mobile applications
are almost
exclusively accessed through and depend on the Google Play Store and Apple’s App Store. While our mobileapps applications
are generally free to download from these stores, download,
we offermonetize our users the opportunity to makethrough in-app purchasespurchases, subscriptions, and/or purchaseadvertising, paidall subscriptions.
In certain instances, we determine the prices atof which thesedepend itemson andcompliance subscriptionswith areevolving sold.platform These purchases are processed by Google’spolicies.
and Apple’s in-app payment and subscription systems. As of July 31, 20242025, we paid Google and Apple processing fees of up to 30% offor thetransactions, revenueand we generatedremain exposed to changes in fee
acrossstructures, theirpayout respective platforms for processing fees. Our revenuestiming, and earningspermitted monetization models. Any interruption, degradation, or policy change, including restrictions
on AI-generated content or mandatory labeling of such content, could bematerially negatively impacted should Google or Apple decide
to impose higher processing fees. Further,impact our cashflow may be negatively impacted if either platform changes the timing of their payments
to us.business. While we do not anticipate any interruption
in their distribution platforms or ability to accept customer payments, any such disruptions,
even temporary, may have material impacts
on our business and operations.
Platform-driven changes to content accessibility may also impact our traffic and revenue. For instance, in late September 2025, Google updated its Search Engine Results Page (SERP) to allow users to copy emojis directly from search results, bypassing third-party sites like Emojipedia. This change could reduce organic traffic to our content-dependent services, potentially leading to a decline in revenue.
We
are subject to the standard policies and terms
of service of third-party platforms, which govern the marketing, promotion, distribution,
content and operation of our apps on their platforms.
Each platform provider has the discretion to make changes to its operating system,
payment services, manner in which their mobile operating
system operates as well as change and interpret the terms and conditions of
its developer policies. These changes may be harmful to our
business and result in a negative outcome. For example, in September 2019,
our Zedge App was temporarily removed from Google Play because
they asserted that the Zedge App violated their malicious behavior policy.
As a result, prospective Android users were prevented from
installing our Zedge App, freemium users were unable to convert into paying
subscribers and existing users wewere unable to purchase Zedge
Credits. Shortly after the notice was issued, two of our major advertising
suppliers ceased serving advertisements to our Zedge App. In
addition, Google Play sent a notification to users that had the problematic
version of the app on their phone recommending that they uninstall
it. We identified the source of the problem as buggy code from a long-term,
third-party advertising partner’s standard technology
integration in our app. We corrected the problem by removing the offensive
code, releasing a new version of our app and our Zedge App
was reinstated after approximately 72 hours and concurrently the two major
advertising suppliers resumed purchasing our advertising inventory.
We estimate the immediate financial impact of the suspension resulted
in approximately $100,000 in lost revenue and a material decline
in MAU with the majority of uninstalls in emerging markets.
For
example, pursuant to Google’s policy
whereby only Google Play’s in-app billing system could be used for transactions in its
store, we were mandated to stop the provision
of non-native payment options to our users on Android during 2021, which caused disruptions
for users and led to a decline in Paying Users.
Since announcing this policy in 2020, following industry pushback and country-specific
regulations Google has introduced in select markets
the option of “user choice billing,” which allows eligible developers
to offer users an additional billing system alongside
Google Play’s billing system, and in the European Economic Area the option
for eligible developers to offer users an alternative
to Google Play’s billing system. In July 2025, the Japan Fair Trade Commission
approved a settlement requiring Google to allow alternative billing systems in Japan beginning in 2026, and other jurisdictions are considering
similar measures. We are exploring such solutions on a country-by-country basis. However, as these solutions are
in their infancy, they
may evolve following subsequent regulatory mandates or organically at Google’s behest, and as such we will
need to be ready to
continuously adapt to such changes. Any deadlines imposed on developers by future iterations of Google’s policy
will require prompt
and active development, anddevelopment; failure to docomply so maycould result in the discontinuation of the provision of alternative billing
methods tofor our users. Additionally,
a December 2024 ruling in Epic Games v. Google, now under appeal, requires Google to permit third-party app stores and direct
app downloads on Android devices in the United States from November 1, 2024 through November 1, 2027, which could alter app distribution
economics, fee structures, and competitive dynamics in ways that may materially affect our business.
Similarly, Apple is experiencing industry pushback and country-specific regulations. In response to a recent U.S. antitrust settlement, effective January 2025 Apple now allows all digital apps in the United States to include a “prominent link” or button directing users to the developer’s website to process payments for in-app purchases, subject to Apple’s updated commission structure and compliance requirements. In the EU, pursuant to the Digital Markets Act (DMA) and related March 2025 enforcement actions, Apple has been required to (i) permit third-party app stores, (ii) allow side-loading of apps from the web, and (iii) support alternative in-app payment systems without imposing anti-steering restrictions, with similar obligations anticipated for Google. South Korea and Australia have also advanced legislative proposals that, if enacted, could mandate alternative billing options. Further complicating the competitive landscape, regulators in the United Kingdom are reviewing Apple’s compliance with its existing commitments under the UK Competition and Markets Authority’s mobile ecosystem investigation. These global regulatory shifts may require us to adopt highly nuanced, jurisdiction-specific billing and distribution strategies, devote additional resources to compliance, and manage multiple app versions tailored to local rules. Changes to billing options and distribution channels may disrupt the user experience and payment flow, potentially reducing paying user conversion rates. Conversely, opting not to implement alternative options where available could result in missed monetization opportunities. Any of these developments could materially adversely affect our business, financial condition, and results of operations.
Similarly, Apple is experiencing industry pushback
and country-specific regulations. In response to a recent antitrust lawsuit, Apple now allows all digital apps in the United States to
include a link to the developer’s website to process payments for in-app purchases. Additionally, in the EU, pursuant to the Digital
Markets Act, all major app store operators such as Google and Apple will be forced to introduce more country-specific billing policies
that allow developers to offer alternative billing methods, and it is expected that other markets may follow suit. Further complicating
this landscape, a recent ruling by the United States District Court for the Northern District of California in Epic Games v. Google
mandates that Google must open its Android app store to third-party competitors for three years, from November 1, 2024 through November
1, 2027, which will likely foster increased competition and could lead to changes in fee structures and app distribution practices.
If we violate, or if a platform provider believes we have violated, its terms of service or applicable policies, the provider may limit or terminate our access to its platform, with or without notice. This risk extends to emerging AI-content compliance rules, such as disclosure or watermarking requirements, which may be interpreted differently across jurisdictions. Given our dependence on single-source distribution via Google Play and the App Store, any limitation or termination could significantly reduce our reach, impair monetization, and materially harm our business.
If we violate, or a platform provider believes
we have violated, its terms of service, the platform provider reserves the right to limit or cease access to their platform. If we are
unable to maintain a productive working relationship with any platform distribution and access to our products and services could also
be curtailed or permanently disabled. This is especially true in instances where we are dependent on single source providers for their
respective services. Any limitation or discontinuation of access to any platform could significantly reduce our ability to distribute
and/or provide access to our products to users and would like result in materially and adversely affecting our business, financial condition
and results of operations.
Although
Zedge Premium’s gross transaction
revenue has shown modestimpressive growth it is still too early to state with conviction that Zedge
Premium will have a materially positive impact
on our business. In order to do so, we still need, among other things, to:
We operate in a highly competitive industry with low barriers to entry, and our failure to compete effectively, particularly with our AI-based offerings, could adversely affect our business and results of operations.
The industry for digital content and AI-based offerings, including mobile personalization, emoji content, and photo competition platforms, is intensely competitive with low barriers to entry. We compete with a diverse range of entities, from large media companies and established online marketplaces to emerging startups and generative AI providers offering content creation, licensing, and personalization tools. Competitors include stock content suppliers, providers of free or low-cost imagery and music, social media platforms, and AI-driven content creation services. Key competitive factors include the quality, relevance, and breadth of content; effectiveness of AI technologies; pricing; ease of access; and brand reputation. Many competitors have greater financial, technical, or marketing resources, or stronger brand recognition, enabling them to innovate faster or offer more attractive pricing and terms to users and content creators. Low barriers to entry allow new entrants to quickly develop platforms that could divert users and creators from our offerings, such as Zedge Premium and pAInt, by providing easier submission processes, higher royalties, or exclusive distribution incentives. Additionally, advancements in generative AI could render our content or tools less competitive if competitors deploy superior AI-driven solutions. Increased competition, pricing pressures, or failure to meet user and creator expectations could reduce our market share, lower margins, or limit growth, materially harming our business, financial condition, and results of operations.
Our efforts to develop and expand our content licensing business exposes us to a number of risks that could limit our ability to grow, achieve commercial success, and maintain our overall, business, results of operations, and financial condition. Contributors may choose not to provide their content for licensing purposes, which could prevent us from scaling our licensing business.
The success of our licensing business depends in part on contributors agreeing to make their content available for licensing, including through opt-in mechanisms across our platforms such as Zedge Premium and GuruShots. Contributors may decline to opt-in for licensing because of concerns over compensation, exclusivity, loss of control, or how their content may be used by third parties, such as for commercial applications including training AI systems. If we cannot secure sufficient contributor participation, the breadth, diversity, and quality of our licensing catalog may be inadequate, which would materially limit our ability to generate revenue from licensing activities and harm our overall growth prospects.
Our licensing catalog may not contain the types of content prospective licensors seek, which could limit demand for our licensing business.
The success of our content licensing business depends on our ability to maintain a catalog of content that meets the specific and evolving needs of prospective licensors, including e-commerce vendors, stock photo libraries, and companies seeking datasets to train AI models. If our catalog is too limited in subject matter, quality, or format, licensors may choose to obtain content from other providers or develop their own sources. A mismatch between available content and market demand could diminish our licensing business’s viability, harm our reputation, and negatively impact user engagement and revenue across our broader ecosystem.
Challenges in delivering “content-on-demand” could undermine our ability to secure or generate the content that prospective licensors require.
We aim to provide prospective licensors the ability to request content through on-demand generation tools, by engaging our contributor community, or by finding other methods of securing rights to content or development of content that we own. However, there is no assurance that we can fulfill such requests at the required scale, quality, or within the necessary timeframe due to limitations in our technology, contributor base, or compliance with regulatory requirements. If we are unable to deliver requested content, or if generated content raises intellectual property, authenticity, or ethical concerns, prospective licensors may elect not to engage with us. This could harm our reputation and limit the growth and sustainability of our licensing business.
Dependence on a limited number of prospective licensing partners could restrict our growth and profitability.
Our content licensing business may initially rely on a relatively small number of potential licensing partners. The market for such content is novel and unproven, and revenue depends on a few partners, with no assurance of additional orders, renewals or favorable terms. We may fail to meet contractual obligations, such as API performance requirements, or prevent unauthorized use of our content by third parties, which could require costly enforcement efforts. Regulatory or market factors may reduce the value of AI training content, and failure to prevent partner misuse could harm our reputation. If we fail to establish or maintain these relationships, or if prospective licensors reduce or discontinue their reliance on third-party content providers, our ability to scale and sustain our licensing business could be significantly impaired. Because these partners may have substantial bargaining power, they may also impose unfavorable terms that reduce our margins or restrict our flexibility. As a result, there can be no assurance that our licensing business will achieve or sustain commercial success.
Although our products are leaders in their specific verticals, including mobile phone personalization, emoji related content and information, and digital photo competitions, we cannot guarantee that our brands will be able to maintain their leadership position. Our products face potential competition from other internet companies, app developers and smartphone manufacturers, and new market entrants may also emerge. AI models used by competitors may produce biased or discriminatory outcomes if not properly managed, potentially giving us a competitive advantage if we effectively address algorithmic bias through robust data curation, model evaluation, and fairness measures; however, failure to do so could result in unfair treatment of users or creators, violating anti-discrimination laws and damaging our brand reputation, thereby harming our competitive position. If we are not able to differentiate our products from that of our competitors, drive value for our customers, and/or effectively align our resources with our goals and objectives, we may not be able to compete effectively against our competitors. Our failure to compete effectively against any of the foregoing competitive threats could materially and adversely harm our business. Increased competition may result in new products and offerings which may in turn require us to take actions to retain and attract our users and advertisers in such a fashion which would lower our gross margins. If we fail to compete effectively, our market share would decrease and our results from operations, revenues and profits would be materially and adversely affected.
Our recent restructuring efforts may not achieve anticipated financial and operational goals, increasing our investment risk.
Our recent restructuring efforts may not achieve the anticipated cost savings, operational efficiencies, or strategic benefits, which could hinder our ability to meet financial and operational goals and further complicate our growth trajectory. Failure to realize these expected outcomes could materially and adversely affect our business, financial condition, and results of operations.
Although
we had positive cash flow from operating
activities fiscal 20232023, 2024 and 2024,2025, we had previously incurred, and may once again incur,
net losses and experience negative cash flow from
operating activities in the future and may not be able to obtain additional capital
in a timely manner or on acceptable terms, or at all.
Tax
laws may change as new laws are passed and
new interpretations of the law are issued or applied. Our existing corporate structure and
intercompany arrangements have been implemented
in a manner that we believe comply with current prevailing tax laws. However, the tax
positions that we take advantage of could be undermined
due to changing tax laws, both in the United States and in other applicable jurisdictions,
including Norway, Lithuania, and Israel. In
addition, the tax authorities in the United States and other jurisdictions in which we operate regularly
examine income and other tax
returns and we expect that they may examine our income and other tax returns. The ultimate outcome of these
examinations may not benefit
our business.
Over the last several years, the Organization
for Economic Cooperation and Development (the “OECD”) has been working on a Base Erosion and Profits Shifting Project that
would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which
we operate. In this regard, the OECD has proposed policies aiming to modernize global tax systems, including a country-by-country 15%
minimum effective tax rate (“Pillar Two”) for multinational companies. Numerous countries have enacted, or are in the process
of enacting, legislation to implement the Pillar Two model rules with a subset of the rules becoming effective during our fiscal year
ending July 31, 2025, and the remaining rules becoming effective for our fiscal year ending July 31, 2026, or in later periods. At this
point in time, we do not expect material tax impacts associated with Pillar Two rules in the countries where we operate for the fiscal
year ending July 31, 2025. As these rules continue to evolve with new legislation and guidance, we will continue to monitor and account
for the enactment of Pillar Two rules in the countries where we operate, and the potential impacts such rules may have on our effective
tax rate and cash flows in future years.
In July 2025, the U.S. government enacted The One Big Beautiful Bill Act (“OBBBA”) which includes a broad range of tax reform provisions that may affect our financial results. The OBBBA includes, among other provisions, the allowance of immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act, which was signed into law in 2017. The Inflation Reduction Act (“IRA”), signed into law in 2022, includes various corporate tax provisions including a new alternative corporate minimum tax on applicable corporations. The IRA tax provisions may become applicable to us in future years, which could result in additional taxes, a higher effective tax rate, reduced cash flows and lower overall profitability of our operations.
The OECD introduced significant changes to the international tax law framework through the Pillar Two guidelines. The framework outlines a coordinated set of rules to prevent multinational enterprises from shifting profits to low-tax jurisdictions by implementing a 15% global minimum tax. Many countries in which we operate, including the member states of the EU, have enacted Pillar Two. Pillar Two rules began applying to us in fiscal year 2025. In January 2025, the United States issued an executive order announcing opposition to aspects of these rules. In late June 2025, a shared understanding of a new “side-by-side” solution to address U.S. concerns with Pillar Two was announced. If agreed upon and legislated by the OECD countries, this would exclude U.S.-parented groups from certain provisions of Pillar Two. The potential effects of Pillar Two may vary depending on the specific provisions and rules implemented by each country that adopts Pillar Two and may include tax rate changes, higher effective tax rates, potential tax disputes and adverse impacts to our cash flows, tax liabilities, results of operations and financial position.
Global tax developments applicable to multinational companies may continue to result in new tax regimes or changes to existing tax laws, regulations, and taxation officer interpretations. If the U.S. or foreign taxing authorities change tax laws, our overall taxes could increase, lead to a higher effective tax rate, harm our cash flows, results of operations and financial position.
The
substantial majority of our revenues are denominated in U.S. dollars, and our operating expenses are generally denominated in the local
currencies of the countries where our operations are located. We have significant operations in Europe and Israel
that are denominated
in foreign currencies, primarily the Norwegian Krone, Euro and Israeli Shekel, subjecting us to foreign currency
risk.Shekel. The strengthening or weakening of the U.S. Dollar versus these currencies impacts the expenses generated
in these foreign currencies
when converted into the U.S. Dollar. In fiscal 20242025 and fiscal 2023,2024, we recorded a losslosses of $190,000$151,000 and a$190,000,
respectively, gain of $36,000, respectively,
from foreign currency movements relative to the U.S. Dollar. Included in these amounts were lossesgains from hedging activities
of $44,000 and losses of $245,000
and gains of $14,000 in fiscal 20242025 and fiscal 2023,2024, respectively. While we regularly enter into transactions to hedge portions
of our
foreign currency exposure, it is impossible to predict or eliminate the effects of this exposure. Fluctuations in foreign exchange
rates rates
could significantly impact our financial results.
Our
digital presence heavily depends on search
engine traffic, primarily from platforms like Google. A key driver of our success in this
domain is our website’s visibility and
ranking in response to search queries. As searchSearch engines frequently update their algorithms,
which affectingmay affect our link placements and rankings
werankings, needand torequire regularlyongoing manageinvestment ourin search engine optimization into ordermitigate potential
traffic losses. In addition, the integration of artificial intelligence features by search engines, such as AI-generated overviews, summaries,
or embedded rich media, may reduce the likelihood that users click through to avoidour aproperties, materialas they may receive the desired content
directly within the search results page. These developments could also extend to the direct display of emojis, wallpapers, or other types
of content that we currently provide, further diminishing referral traffic. A sustained decrease in weborganic traffic from these or similar
changes could require us to increase our onlinereliance properties.
Substituting free traffic withon paid alternativesuser couldacquisition alsoor leadother tomarketing increasedchannels, costs.potentially increasing costs
and adversely affecting margins. These risks highlight the critical importance of
continuous adaptation to the evolving search engine
and AI landscape and the potential consequences if we do not adequatelyeffectively navigateanticipate, respond to, and capitalize on these challenges.changes.
Although our products are leaders in their specific
verticals, including mobile phone personalization, emoji related content and information, and digital photo competitions, we cannot guarantee
that our brands will be able to maintain their leadership position. Our products face potential competition from other internet companies,
app developers and smartphone manufacturers, and new market entrants may also emerge. If we are not able to differentiate our products
from that of our competitors, drive value for our customers, and/or effectively align our resources with our goals and objectives, we
may not be able to compete effectively against our competitors. Our failure to compete effectively against any of the foregoing competitive
threats could materially and adversely harm our business. Increased competition may result in new products and offerings which may in
turn require us to take actions to retain and attract our users and advertisers in such a fashion which would lower our gross margins.
If we fail to compete effectively, our market share would decrease and our results from operations, revenues and profits would be materially
and adversely affected.
If we fail to keep up with rapid technological
changes in the internet and smartphone industries and adapt our products and services accordingly, our results of operations and future
growth may be adversely affected.
The internet and smartphone industries are characterized
by rapid and innovative technological changes. Our future success will depend, in part, on our ability to respond to fast changing technologies,
adapt our products and services to evolving industry standards and improve the performance, functionality and reliability of our products
and services. Our failure to continue to adapt to such changes could harm our business. If we are slow to develop products and services
that are compatible with smartphones, or if the products and services we develop are not widely accepted and used by smartphone users,
we may not be able to capture a significant share of this important market. In addition, the widespread adoption of new internet, networking
or telecommunications technologies or other technological changes for smartphones could require substantial expenditures to modify or
adapt our products, services or infrastructure. If we fail to keep up with rapid and innovative technological changes to remain competitive,
our future growth may be materially and adversely affected and our results of operations could be materially and adversely affected.
Conditions
in Israel,
including the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war
against them,
may adversely affect our operations.operations adversely affect operations and financial condition, particularly given the ongoing
war in Gaza, the June 2025 ’12-Day War’ between Israel and Iran, broader regional instability, and potential long-term impacts on Israel’s
economy, technology sector, and foreign investment.
Political, economic and military conditions in and surrounding Israel, including the ongoing war in Gaza, the June 2025 ’12-Day War’ between Israel and Iran and related cross-border hostilities involving Hezbollah in Lebanon and Houthi militants in Yemen, may materially and adversely affect our business, operations and financial condition. A portion of our personnel and operations are located in Israel; accordingly, regional instability and escalation directly affect our people, facilities, vendors and service continuity (including potential airspace or infrastructure disruptions, cyberattacks, electricity or network interruptions, impaired logistics, or temporary office closures). Israeli reserve-duty mobilizations may require some employees or contractors to serve for extended periods, which can delay product development, reduce support capacity and impact hiring and retention. The security situation can also impair domestic demand, international travel, partner engagement and supplier reliability, and may increase insurance costs or leave certain risks uninsurable. Broader macroeconomic effects, such as currency volatility, higher risk premia, capital-market dislocation, sanctions or trade restrictions, and shifts in advertiser or consumer spending, could further pressure our results. Although temporary ceasefires have occurred, cross-border rocket, drone and missile activity has persisted intermittently, and future flare-ups or a wider regional conflict (including renewed hostilities with Iran or coordinated attacks by Iran-aligned groups) could occur without notice. Any of these developments, together or separately, could disrupt our operations, harm our ability to execute our strategy, increase costs, delay initiatives, or otherwise negatively affect our business, results of operations, cash flows and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Restructuring Charges”
New heading “AI Technology Trends”
Removed heading “CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS”
Largest changes
see in full comparisonAs aThe majority of our users andour day-to-dayemployeesoperationsareincluding software developments and sales and marketings occurslocated outside of the UnitedStates,Statesweexposingareusexposedto a range of economic factors andimpacted by global macroeconomic factors, U.S. and foreign government policies andregulations including foreign exchange fluctuations. There is uncertainty surrounding macroeconomic factors in theU.S.,U.S. andglobally, characterized by the supply chain environment, inflationary pressure, and workforce reductions.globally. We believe these macroeconomic conditions coupled with the global political climate and unrest, including the ongoingIsrael-Hamaswarswar,betweenwillUkrainehaveandaRussia andsignificantIsrael and Hamas, may negatively impacton advertising spend which accounts for approximately 70% ofourrevenue in fiscal 2024. In addition, although we currently do not believe inflation in the costs and expenses will have a material impact on our results of operations, it is possible that elevated inflation could increase our direct cost of revenues and/or operating expenses and reduce our gross profit and net income.performance.
“Beyond our commitment to growing both the Zedge App and GuruShots on a standalone basis, we believe that there are many potential synergies that we can capitalize on that exist between the two businesses. Specifically, we plan to enable GuruShots players to become Zedge Premium artists and sell their photos to our audience of 25+ million MAU (as of July 31, 2024) as standard digital images. In addition, we are benefitting from the experience that the GuruShots team possesses in gamifying the Zedge App. …”see in full comparison
“The restructuring charges incurred by the Company in fiscal 2025 consist primarily of cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilities restructuring costs associated with the Company’s workforce reduction announced (and substantially implemented) in the second quarter of fiscal 2025. Employee termination benefits are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. …”see in full comparison
“Loss on disposal of property and equipment. In fiscal 2025, we incurred a $21,000 loss on disposal of property and equipment from the closing of our office in Norway in connection with the restructuring implemented in January 2025, as more fully described in Note 18 Restructuring and Other Related Charges to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K Impairment of capitalized software and technology development costs. …”see in full comparison
“We evaluate these long-lived assets for impairment whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable. The Company’s strategic reassessment of GuruShots’ operations in connection with the restructuring initiative resulted in a $0.8 million impairment of capitalized software and technology development costs which is recorded in the Company’s consolidated statements of operations and comprehensive loss for the fiscal year ended July 31, 2025.”see in full comparison
“Impairment of goodwill. We performed an interim impairment assessment of goodwill during Q3 of fiscal 2023 and determined that the fair value of the GuruShots reporting unit exceeded its carrying value and recorded a $8.7 million goodwill impairment charge in Q3 of fiscal 2023, as more fully described in Note 7, Intangible Assets, Net and Goodwill, to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.”see in full comparison
Full comparison: every changed paragraph (94)
Zedge, Inc. (“Zedge”)
builds digital
marketplaces and friendly competitive games around content that people use to express themselves. Our leading products
include Zedge
Ringtones and Wallpapers, which we refer to as our “Zedge App,” a freemium digital content marketplace offering
mobile phone
wallpapers, video wallpapers, ringtones, and notification sounds as well as pAInt, a generative AI wallpaper maker, GuruShots,
a skill-based
photo challenge game, and Emojipedia, the #1 trusted source for ‘all things emoji’. Our vision is to enable
and connect creators
who enjoy friendly competitions with a community of prospective consumers in order to drive commerce.
We
are part of the ‘Creator Economy,’
which Goldman Sachs estimates is estimated to be worth between $191 billion and $250 billion globally.5globally in 2025,
with some forecasts placing the global market size as high as $848 billion by 2032121314. According to Linktree,multiple reports, there
are now over 200207 million individualsactive identify
ascontent creators,creators peopleworldwide.1516 whoFurthermore, usebetween their influence, skill,45% and creativity to amass an audience and monetize it.6 Furthermore, Influencer
Marketing Hub reports that out47% of 2,000 surveyed creators, 44.9%creators identify as working
full-time creators,7in this space171819. Most creators earn modest incomes, and Explodingstudies Topicssuggest reports
that 10%only a small portion, approximately
4%, of influencerscreators earn more than $100,000 per year.8year202122. We view the Creator Economy as an opportunity for Zedge to expand
our business, especially as we execute by connecting our gamers with our marketplace.
Our
Zedge appApp (which is named “Zedge Wallpapers”
in the App Store) offers a wide array of mobile personalization content including
wallpapers, video wallpapers, ringtones, and notification
sounds, and is available both in Google Play and the App Store. AsOver ofthe Julypast
two 31,fiscal 2024,years, our Zedge App had been installed nearly 674 million
times since inception and, over the past two fiscal years, has had between 26.122.1 million and 32.228.7 million monthlyMAU, active users (“MAU”),
ending with 26.123.3 million MAU as of July 31, 2024. 2025.
MAU is a key performance indicator (“KPI”) for our Zedge app that captures
the number of unique users that used our Zedge App during the final 30 days of the relevant
period. Our platform allows creators to upload
content to our marketplace and avail it to our users either for free or, via ‘Zedge
Premium,’ the section of our marketplace
where we offer premium content for purchase. In turn, our users utilize the content to
personalize their phones and express their individuality.
In
fiscal 2023, we introduced pAInt, a generative
AI wallpaper maker in the Zedge App. A generative AI wallpaper maker is an implementation
of artificial intelligence software that can
create images from text descriptions. To interface with a generative AI image maker, a user
enters a text description of the image they
want to create, and the software generates an image based on that description. Today, pAInt
is available for text-to-image, image-to-image, and text-to-audio creation. In addition, we upgraded Zedge+, our paid subscription offering
offering by bundling together an ad-free experience with value adds making the offering more compelling.
We often refer to our freemium ringtones and
wallpapers, our subscription
offering, the functionality for creators to market their products and ancillary offeringofferings and features both
in our Zedge App and website,
as our Zedge Marketplace.
The
Zedge Marketplace’s monetization stack
consists of advertising revenue generated when users view advertisements when using the
Zedge App (and the related functionality under
the zedge.net website), the in-app sale of Zedge Credits, our virtual currency, that is
used to purchase Zedge Premium content, and a
paid-subscription offering that provides an ad-free experience to users that purchase a
monthly, monthlyannual or annuallifetime subscription. In April 2023,
we introduced a subscription tier in the iOS version of the app. As of July
31, 2024,2025, we had approximately 669,0000984,000 active subscribers.
In fiscal 2025, we began building DataSeeds.AI (“DataSeeds”), a business-to-business marketplace offering access to our rapidly growing catalog of over 30 million high-quality, fully rights-cleared images for AI training, ecommerce, and stock photos. Uniquely positioned to deliver custom content at scale, DataSeeds leverages its global creator network, tens of thousands of photographers from GuruShots and creators from Zedge to fulfill highly specific client briefs across geographies, themes, and use cases. DataSeeds addresses a critical challenge facing foundational models today: the need for edge-case visual content to improve accuracy and performance. Each asset can be enhanced with detailed annotations, segmentation masks, technical metadata, and peer-based quality rankings, ensuring datasets are both robust and production-ready. With scalable infrastructure and fast turnaround times, DataSeeds is a powerful partner for enterprises building the next generation of AI-powered applications.
In April 2022, we acquired GuruShots Ltd,Ltd (“GuruShots”),
a gamified photography platform that engages a recognizedglobal community of photographers through daily challenges, real-time feedback, and a competitive,
categoryinteractive leader focused on gamifying the photography vertical.experience. GuruShots offers a platform spanning iOS, Android, and the web that provides
a fun, educational and structured
way for amateur photographers to compete in a wide variety of contests showcasing their photos while
gaining recognition with votes, badges,
and awards. We estimate that the total addressable market of amateur photographers using their
smartphones to take and publicly share
artistic photos is 30-40 million people per month and that the market is still in its infancy.
Every month, GuruShots stages more than
300 competitions that result in players uploading in excess of 670,000550,000 photographs and casting
close to 3.22.8 billion “perceived votes,”
which are calculated by multiplying the number of votes that each player casts by
a weighting factor based on various factors related
to that user. To improve engagement, GuruShots has adopted a set of retention dynamics
focused on individual, team and community dynamics
that create a sense of belonging, inspiration, recognition, improvement, and competition.
GuruShots
utilizes a ‘Free-to-Play’
business model and generates revenue through in-app purchases of virtual currency. Players can
use this currency to unlock competitions
or gain an edge by purchasing resources and participating in additional gameplay. Over the past seven
eight years, the monthly average paying
player spend has increased in excess of 9.9%6.2% annually to more than $50.9$40.9 per player.
Since the acquisition, GuruShots has faced challenges in growth and profitability, and its revenue has declined. We have cut costs at GuruShots, including as part of the restructuring implemented in January 2025, and have materially scaled back on PUA for the unit. In parallel, we are developing a plan, referred to as GuruShots 2.0, to revamp GuruShots’ offering in order to put it on a growth trajectory and unlock the potential value of this asset. Our strategy focuses on attracting new users and converting them into recurring, paying players. To date, we have introduced a fun and comprehensive onboarding experience to draw new users into the gameplay with ease and migrated to a coin-based in-game economy to enable more opportunities to reward and monetize players Historically, we marketed GuruShots to prospective players primarily via PUA channels including Google, Meta, TikTok and other platforms, utilizing a variety of ad formats, such as static and video ads. As part of the restructuring plan, we have significantly reduced PUA investment to improve ROAS and intend to continue managing PUA spend in this framework performance.
In addition to its potential as a standalone game, we believe that the extensive library of photographs generated by GuruShots players through submissions to GuruShots’ competitions represents a valuable dataset for our emerging DataSeeds offering. To date, we have secured rights to license a portion of this library for various applications, including AI training, and we continue to expand the licensable catalog by securing rights to additional photographs. We believe the scale and distinctive characteristics of this dataset position it as a meaningful resource for DataSeeds’ target market.
We market GuruShots to prospective players, primarily
via paid user acquisition channels, and utilize a host of creative formats including static and video ads in order to promote the game.
Our marketing team invests material resources in analyzing all attributes of a campaign ranging from, among others, the creative assets,
offer acquisition channel and platform (i.e., iOS, Android, and web), with the goal of determining whether a specific campaign is likely
to yield a profitable customer. When we unearth a successful combination of these variables we scale up until we experience diminishing
returns. Ultimately, we believe that the efforts we are making to advance the product coupled with the investment in user acquisition
can significantly increase GuruShots’ player base.
Since the start of fiscal 2025 Cost per Install
(CPI) have trended down considerably leading us to believe that our efforts are yielding fruit. It’s too early to say with conviction
whether this trend is sustainable as we scale user acquisition and whether these users will provide sufficient long-term ROI; however,
we believe that these early results are encouraging.
Beyond our commitment to growing both the Zedge
App and GuruShots on a standalone basis, we believe that there are many potential synergies that we can capitalize on that exist between
the two businesses. Specifically, we plan to enable GuruShots players to become Zedge Premium artists and sell their photos to our audience
of 25+ million MAU (as of July 31, 2024) as standard digital images. In addition, we are benefitting from the experience that the GuruShots
team possesses in gamifying the Zedge App. We believe that successful gamification can contribute to increasing engagement, retention,
and lifetime value, all critical KPIs for our business. Longer term, we believe that there are complementary content verticals that lend
themselves to gamification. One example is our hybrid casual title, ‘AI Art Master,’ which has been in soft-launch in the
Philippines, Poland, and India, that enables players to create generative AI images and compete in themed-based competitions with these
images. Based on analyzing user data and performing extensive user testing, we will determine whether to refine the user experience and
scale or cease development of this title.
In
August 2021, we acquired Emojipedia Pty Ltd,
Ltd (“Emojipedia”), the world’s leading authority dedicated to providing up-to-date
and well-researched emoji definitions, information, and news, as
well as World Emoji Day and the annual World Emoji Awards. In July 2024, 2025,
Emojipedia received approximately 37.648.4 million monthly page
views and has approximately 9.68.9 million monthly active users as of July 31, 2024
2025 of which approximately 46.7%46.2% are located in well-developed
markets. It is the top resource for all things emoji, offering insights
into data and cultural trends. As a member of the Unicode Consortium,
the standards body responsible for approving new emojis, Emojipedia works alongside major emoji creators including Apple, Google, Meta,
and X, formerly known as Twitter.
Post its acquisition in August 2021, Emojipedia was immediately accretive to earnings. In the past year, we have made many changes to Emojipedia including an AI-powered emoji sticker generator tool as well as an extensive emoji sticker library.
In late September 2025, Google released an update to its Search Engine Results Page (SERP) enabling users to copy emojis directly from search results rather than being directed to third-party sites such as Emojipedia. In addition, AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries. While it is too early to accurately quantify the impact of these changes on Emojipedia’ s monthly active users (MAU), we believe they are likely to result in reduced traffic and adversely affect revenue. In light of these developments, we will evaluate potential mitigation strategies and determine whether such measures warrant investment given the associated costs and expected benefits.
We believe that Emojipedia provides growth potential
to the Zedge App, and it was immediately accretive to earnings post acquisition in August 2021. In the past year, we have made many changes
to Emojipedia including overhauling its backend, redesigning the Emojipedia website, and introducing new entertainment-focused features
to the site. We will continue to enhance this offering and are exploring additional new features which use artificial intelligence, some
of which will be released before the end of the calendar year.
We
generate revenue from the following sources:
(1) Advertising; (2) Paid SubscriptionsSubscription; (3) Other revenues (including primarily from Zedge Premium) from
(the salesection of our marketplace where we offer premium content (i.e.,for for
purchase), and (4) Digital Goods and Services. The substantial majority
of our revenue is generated from selling our advertising inventory
(“Advertising Revenue”) to advertising networks and advertising
exchanges. Our weekly, monthly, yearly and life-time subscriptions
allow users to prepay a fixed fee to remove unsolicited advertisements
from our Zedge App. In Zedge Premium, we receive 30% asof athe feenet purchase price, after payment of fees to Google Play or the App Store,
when users purchase licensed content using Zedge Credits or unlock licensed content by watching a video or taking a survey on Zedge Premium.
Sales and other similar taxes are excluded from revenues.
Advertising
Revenue: We generate
the bulk of our revenue from selling the Zedge Marketplace’s advertising inventory to advertising
networks and advertising exchanges
and direct sales to advertisers.exchanges.
Paid
Subscription Revenue: Beginning
in January 2019 and April 2023, we started offering paid
subscription services sold through Google Play and the App Store, respectively.
When a customer subscribes, they execute a clickthrough
agreement with Zedge outlining the terms and conditions between Zedge and the
subscriber. Google Play and the App Store process subscription
prepayment on Zedge’s behalf, and retain a fee of up to 30%. Subscriptions
are nonrefundable after a period of seven days. Paid
subscriptions are automatically renewed at expiration unless cancelled by subscribers.
While the customercustomers can cancel at any time, he or shethey will
not receive any refundrefund, butand will remain entitledcontinue to receive the adservice free service
until the end of the subscription period. The duration of these contracts
is daily, and revenue for these contracts is recognized on
a daily ratable basis. The payment terms for subscriptions sold through Google
Play is net 30 days after month-end. The payment
terms for subscriptions sold through the App Store is net 45 days after month-end. We
recognize subscription revenue ratably over the subscription
periods which range from weekly, monthly, yearly and lifetime with lifetime
subscriptions deemed to have an estimated lifespan of 30 months.
Zedge
Premium:
Zedge Premium is our marketplace where artists and brands can market,
distribute and sell their digital content to Zedge’sour users.
The content owner sets the price and the end userusers can purchase the content by paying
for it with Zedge Credits, our closed virtual currency.
Alternatively, the content owner may opt to place some items behind video ad gates,
in which case the end userusers can acquire the content
by watching a brief video ad. A user can earn Zedge Credits when taking specific actions
such as watching rewarded videos or completing
electronic surveys. Alternatively, users can buy Zedge Credits with an in-app purchase.
If a user purchases Zedge Credits, Google Play
or the App Store retains a fee of 30% of the purchase price. When a user purchases Zedge
Premium content using Zedge credits or watching
a rewarded video, the artist or brand receives 70% of the actual revenue after the Google
Play or iTunesApp Store fee (“Royalty Payment”)
and we receive the remaining 30%, which is recognized as revenue.
Digital
Goods Goods
and Services: GuruShots generates substantiallythe allsubstantial majority of its revenues byfrom sellingthe sale of virtual goodstokens (ex.that power-ups),players
can redeem for in-game resources
togoods itsand users.services (e.g., power-ups, entry fees, or resource bundles). GuruShots distributes its game to the end customer users
through mobile platforms such as Apple’s App Store and Google
Play, as well as via the web.internet. Through these platforms, users
can download the free-to-play game and can purchase virtual goods which
are redeemed in the game to enhance their game-playing experience.
GuruShots
categorizes categorizes
its virtual goods as consumable. GuruShots’ game sells only consumable virtual goods. Consumable virtual goods represent
items items
that can be consumed by a specific player action and do not provide the player any continuing benefit following consumption. GuruShots
has determined - through a review of game play behavior - that players generally do not purchase additional virtual goods until their
existing existing
virtual goods balances have been substantially consumed. This review includes an analysis of game players’ historical
play behavior,
purchase behavior, and the amounts of virtual goods outstanding. Revenue is recognized once the virtual goods are sold.
GuruShots monitors
its analysis of customer play behavior on a quarterly basis.
As
discussed above,
GuruShots concluded that revenue related to the promise of enhancing users’ gaming experience through in-game
resource purchases
should be recognized ratably over the period of benefit period (i.e., the period over which the enhanced gaming experience
is provided).
However, for practical reasons, GuruShots does not defer the portion of revenue attributable to future uses of resources
as of any given
balance sheet date. This is due to the duration of the enhanced gaming experience that is provided being, in substantially
all of the
cases, and applying the portfolio approach (as GuruShots reasonably expects that the effects on the financial statements of
applying applying
Accounting Standards Codification (“ASC”) 606 guidance to the portfolio would not differ materially from applying
ASC 606 guidance to the individual contracts), a very short
time frame ranging from a few hours to less than two weeks. Therefore, the
result of recognizing the related revenues at the point in
time which user first consumes the respective resource would yield a result
that is not substantially different then ratable recognition
over the period of benefit. Accordingly, revenue is recognized once the
virtual goods are sold.
We
generally report our advertising revenue net
of amounts due to agencies and brokers because we are not the primary obligor in the relevant
arrangements, we do not finalize the pricing,
and we do not establish or maintain a direct relationship with the advertiser. Certain advertising arrangements that are directly between
us and advertisers are recognized on a gross basis equal to the price paid to us by the customer since we are the primary obligor and
we determine the price. Any third-party costs related to such direct relationships are recognized as direct cost of revenues.
We report subscription revenue gross of the fee retained by Google Play and the App Store, as the subscriber is our customer in the contract and we control the service prior to the transfer to the subscriber.
With
respect to Zedge Premium, Zedge, as provider
of the platform, is effectively operating as a broker or intermediary connecting online
content providers with the end user. While we
use gross revenue (net of the 30% fee retained by Google Play or the App Store when
a user purchases Zedge Credits) as a performance
metric, we record revenue on a net revenuebasis from Zedge Premium which consists of a 30%
platform fee, in-app purchases profit and breakage. Content
providers are paid their portion of revenue which is a 70% share of
the gross revenue calculated.
We
test the recoverability of itsour intangible
assets with finite useful lives whenever events or changes in circumstances indicate that the
carrying value of the asset may not be
recoverable. We test for recoverability based on the projected undiscounted cash flows to be derived
from such asset. If the projected
undiscounted future cash flows are less than the carrying value of the asset, we will record an impairment
loss, if any, based on the
difference between the estimated fair value and the carrying value of the asset. We generally measure fair
value by considering sale
prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate
discount rate. Cash flow
projections and fair value estimates require significant estimates and assumptions by management. Should the
estimates and assumptions
prove to be incorrect, we may be required to record impairments in future periods and such impairments could
be material.
We performed an interim impairment test during
the third quarter of fiscal 2023 and concluded that the carrying value of the GuruShots reporting unit exceeded its fair value. Accordingly,
we recorded a non-cash goodwill impairment charge of $8.7 million during the third quarter of fiscal 2023. See Note 7, Intangible
Assets-Net and Goodwill, for additional information) to the Consolidated Financial Statements in Item 8 of this Annual Report on
Form 10-K.
We evaluate these long-lived assets for impairment whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable. The Company’s strategic reassessment of GuruShots’ operations in connection with the restructuring initiative resulted in a $0.8 million impairment of capitalized software and technology development costs which is recorded in the Company’s consolidated statements of operations and comprehensive loss for the fiscal year ended July 31, 2025.
We
account for our share-based compensation arrangements
in accordance with ASC 718, “Compensation-Stock Compensation”, (“ASC
718”) which requires the measurement and recognition of compensation
expense for all share-based payment awards to employees and
directors based on estimated fair values on the grant date. Compensation cost
for awards is recognized using the straight-line method
over the vesting period or the graded vesting method if awards with market or
performance conditions include graded vesting features
or if an award includes both a service condition and a market or performance condition.
Stock-based compensation is included in selling,
general and administrative expense in the consolidated statements of operations and comprehensive
loss.
Restructuring Charges
The restructuring charges incurred by the Company in fiscal 2025 consist primarily of cash expenditures for compensation and severance payments, employee benefits, payroll taxes and related facilities restructuring costs associated with the Company’s workforce reduction announced (and substantially implemented) in the second quarter of fiscal 2025. Employee termination benefits are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits is probable and reasonably estimable. Charges related to facilities restructuring actions are comprised of costs related to early termination of the lease agreement and impairment of the right-of-use asset in connection with the abandonment of the property.
As a The
majority of our users and our
day-to-dayemployees operationsare including software developments and sales and marketings occurslocated outside of the United States,States weexposing areus exposed
to a range of economic factors and impacted by global macroeconomic factors, U.S. and foreign government policies andregulations
including foreign exchange fluctuations. There is
uncertainty surrounding macroeconomic factors in the U.S.,U.S. and globally, characterized by the supply chain environment, inflationary
pressure, and workforce reductions.globally. We believe
these macroeconomic conditions coupled with the global political climate and unrest,
including the ongoing Israel-Hamaswars war,between willUkraine haveand aRussia
and significantIsrael and Hamas, may negatively impact on advertising spend which accounts for approximately 70% of
our revenue in fiscal 2024. In addition, although we currently do not believe inflation in the costs and expenses will have a
material impact on our results of operations, it is possible that elevated inflation could increase our direct cost of revenues
and/or operating expenses and reduce our gross profit and net income.performance.
The
Israel-Hamas Warand Israel-Hezbollah Conflicts
Given
our operations in Israel, the impact of
economic, political, geopolitical, and military conditions in the region directly affects us,
including conflicts involving missile strikes,
infiltrations, and terrorism. Notably, on October 7, 2023, HamasHamas, a designated terrorist
organization, launched attacksa savage terror attack in southernIsrael, Israel,along with launching thousands of rockets into Israeli sovereign territory.
The State of Israel declared war against Hamas resulting in casualtiesthe andmobilization military
engagement.of more than 300,000 army reserve. In addition, Hezbollah,
another anotherdesignated terrorist organizationorganization, based in LebanonLebanon, has been indiscriminately shelling Israeli territory. Since October 8, 2023,
the Houthi rebels based in Yemen have also launched ballistic missiles and kamikaze drones at Israel, and the Islamic Republic of Iran
has on two occasions attacked Israel sincewith Octobera barrage of ballistic missiles. In June of 2025 Israel and Iran entered into the ’12-Day
8,War’ 2023.during which our office and schools were closed and there were shelter in place orders that were issued. The constant barrage
of ballistic missiles launched from Iran and Yemen interrupted our operations. Although a temporary ceasefire is in place, it is unclear
if it is sustainable. The extent and duration of this conflict remain uncertain, potentially involving other groups.uncertain. Israel’s response to Hamas’ unprecedented
attack led to
the mobilization of IDF reservists, affecting our workforce. Prior to this, changes in Israel’s judicial system had
already raised
concerns about the business environment, compounded by recent events, potentially impacting foreign investment, currency
fluctuations, fluctuations,
credit ratings, interest rates, and security markets. Furthermore, regional political unrest and threats from extremist
groups, notably
Iran, pose additional risks. Management and our Board of Directors are closely monitoring the situation in Israel to
address potential
business disruptions and implications.
AI Technology Trends
A key component of our growth strategy involves the adoption and utilization of AI, which introduces certain risks that may materially and adversely affect our business, financial condition, results of operations, and reputation. We incorporate AI into products such as pAInt and rely on AI for content moderation, personalization, and user engagement, but market demand for AI-driven offerings remains uncertain and may be outpaced by competitors. Compliance with evolving AI laws, such as the EU AI Act, may impose significant operational costs. Additionally, in late September 2025, Google released an update to its Search Engine Results Page (SERP) enabling users to copy emojis directly from search results rather than being directed to third-party sites such as Emojipedia, and AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries. While it is too early to accurately quantify the impact of these changes on Emojipedia’s MAU, we believe they are likely to result in reduced traffic and adversely affect revenue. These uncertainties could significantly diminish the value of our services and materially and adversely affect our revenue, profitability, and prospects.
Our
results of operations discussion includes
disclosure of four key performance indicators - Monthly Active Users (MAU) and Average Revenue
Per Monthly Active User (ARPMAU) for our
Zedge App and Monthly Active Payers (MAP) and Average Revenue Per Monthly Active Payer (ARMAPARPMAP)
for GuruShots.
As
of July 31, 20242025 MAU declined 15.5%11.1% year over
year primarily due to attrition in bothemerging developedmarkets, marketsparticular in Latin America and emergingSouth
Asia. markets. Additionally, we have experiencedAs a continuing shift
in the regional customer make-up with MAU in emerging markets (particularly India) representing an increasing portion of our user base.
As of July 31, 2024,result, users in emerging markets represented 78.9%76.7% of our MAU as of July 31, 2025 compared to 78.0%78.9% a year prior. This shift has negatively
impacted revenue because advertising rates in emerging markets are materially lower than in well-developed markets.
nm-not meaningful
The
following table presents
a reconciliation of subscription billings to the most directly comparable GAAP financial measures for the fiscal
years ended July 31,
2024 2025 and 2023.2024. We calculate subscription billings by adding the change in subscription deferred revenue between
the start and end of
the period to subscription revenue recognized in the same period. Subscription billings is a performance measure
that we believe provides
useful information to our management and investors as it allows us to better track the growth of the subscription-based
portion of our
business, which is a critical part of our business plan. The $2.3 million and $1.4 million increase in deferred revenue
for the 12-monthfiscal periodyears ended
July 31, 20242025 wasand 2024, respectively, were primarily attributable to the life-time subscription offering we
introduced in fiscal 2024.
For
the twelvefiscal monthsyear ended
July 31, 2024,2025, our advertising revenue increaseddecreased by $2.8$0.7 million, or 15.2%,3.3%, from the prior 12-monthyear period primarily
due to the decrease in our ad inventory. This decrease was partially offset by an increase
in price per advertising impression paid by
the advertisers on our platform which was driven by increased competition for our ad inventory.platform.
For the twelve months ended
July 31, 2024, our subscription revenue increased by $0.9 million, or 24.7%, from the prior 12-month period primarily due to a new iOS
subscription offering we introduced in April 2023 and the lifetime subscriptions for Android we rolled out in August 2023. Both initiatives
contributed to the $2.2 million increase in subscription billings for the twelve months ended July 31, 2024, or 62.8%, from the prior
year period.
For the twelve months ended
July 31, 2024, our other revenue increased by $0.4 million, or 47.1%, from the prior year period. The increase in fiscal 2024 was primarily
due to Zedge Premium net revenue growth which increased $0.4 million, or 44.8%, compared to fiscal 2023. Zedge Premium gross margin was
56% in fiscal 2024 compared to 53% in fiscal 2023. We introduced certain AI generative features in our Zedge App in fiscal 2024 which
contributed in part to the higher gross margin in fiscal 2024 as we keep 100% of the associated revenue, i.e. no royalty payment owed
to the content creators.
For
the twelvefiscal monthsyear ended July 31, 2024,2025, Digital
Goodsour and Servicessubscription revenue decreasedincreased by $1.2$0.7 million, or 25.2%17.1%, from the prior year period primarily
due to the 26.3% decreasegrowth in GuruShots’lifetime subscriptions. Subscription billings increased by $1.7 million, or 29.0%, to $7.4 million in fiscal 2025
MAPsfrom year$5.7 overmillion year.in fiscal 2024.
For the fiscal year ended July 31, 2025, our other revenue increased by $0.6 million, or 45.5%, from the prior year period. The increase in fiscal 2025 was primarily due to Zedge Premium net revenue growth which increased $0.6 million, or 48.7%, compared to fiscal 2024. Zedge Premium gross margin was 68% in fiscal 2025 compared to 56% in fiscal 2024. We introduced certain generative AI features in our Zedge App in fiscal 2024 which contributed in part to the higher gross margin in fiscal 2025 as we keep 100% of the associated revenue, i.e. no royalty payment owed to the content creators.
For the fiscal year ended July 31, 2025, digital goods and services revenue decreased by $1.3 million, or 37.1%, from the prior year period primarily due to the 27.0% decrease in GuruShots’ MAP year over year.
Direct cost of revenues in fiscal 2024 decreased
by $0.4 million, or 17.1%, compared to fiscal 2023 primarily due to the revamping of our backend infrastructure as part of the cost reduction
initiatives implemented during Q3 fiscal 2023. As a result, direct cost of revenues as percentage of revenue in fiscal 2024 declined
to 6.2% from 8.2% in fiscal 2023.
Direct
cost of revenues in fiscal 2025 decreased by $18,000, or 1.0%, compared to fiscal 2024 primarily due to the savings from continuing optimizing
of our backend infrastructure. Direct cost of revenues as percentage of revenue remained relatively flat year over year at about 6.2% Selling,
general and administrative expense.
Selling, general and administrative expense (“SG&A”) consists mainly of payrollpersonnel
related and benefits,expenses, user acquisition costs,
stock-based compensation expense (as discussed below), third-party payment processing fee relatefees
related to in-app purchases,purchases (“platform fees”), marketing, consulting,
professional fees, software licensing fees, recruiting
fees, facilities and public company related expenses.
SG&A
expense in fiscal
2024 2025 increased by $3.8$1.6 million, or 17.2%,6.1%, compared to fiscal 2023.2024. The increase was primarily due to anthe increase ofin
user $3.8 million in user
acquisition costscosts, platform fee, consulting, professional fees, software licensing fees offset by athe decrease ofin $0.4personnel millionrelated
expenses primarily from the corporate restructuring implemented in stock-basedJanuary compensation.2025. We ramped up paid user acquisition for theour Zedge App
App significantly but scaled back paid user acquisition for GuruShots in fiscal 20242025 when compared to fiscal 2023.2024. As a percentage of revenue,
revenue, SG&A expense was 92.5% in fiscal 2025 compared to 85.2% in fiscal 2024 compared to 80.2% in fiscal 2023.2024.
Our
headcount was 9982 and 9599 as of July 31, 2024
2025 and 20232024, respectively. The reduction in our headcount can be attributed to the corporate
restructuring implemented in January 2025. The majority of our employees are based in Lithuania and Israel.
SG&A
expense also includedincludes stock-based compensation
expense including equity grants to employees and consultants, as well as stock issuances
to pay for board compensations and 401(k) matching
contributions. Certain stock options, deferred stock unit and restricted stock grants
are more fully described in Note 13, Stock-Based
Compensation, to the Consolidated Financial Statements in Part II, Item 8 of
this Annual Report on Form 10-K.
Stock-based
compensation expense in fiscal 2024
2025 decreased by $0.4$0.7 million, or 15.0%,32.5%, compared to fiscal 2023.2024. The decrease was primarily attributable
to lower aggregate fair value related to the lowerdeferred stock units (“DSUs”) granted in November 2024 compared to that of the
DSUs granted in September 2021 which were being recognized on a graded vesting basis over the requisite service periods. Additionally,
our stock-based compensation expense
related to deferredthe stockretention unitbonuses (“DSU”)in grantsconnection with boththe serviceGuruShots andacquisition marketwere conditionsfully recognized
as of April 1, 2025, which arecontributed recognizedin basedpart onto the graded
vestingyear method.over year decrease.
Restructuring charges. In fiscal 2025, we recorded approximately $1.6 million in restructuring charges primarily consisting of severance and employee benefits in connection with the global restructuring implemented in January 2025, as more fully described in Note 18 Restructuring and Other Related Charges to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Loss on disposal of property and equipment. In fiscal 2025, we incurred a $21,000 loss on disposal of property and equipment from the closing of our office in Norway in connection with the restructuring implemented in January 2025, as more fully described in Note 18 Restructuring and Other Related Charges to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K Impairment of capitalized software and technology development costs. In fiscal 2025, we wrote off approximately $0.8 million of GuruShots’ capitalized software and technology development costs in connection with the global restructuring implemented in January 2025, as more fully described in Note 18 Restructuring and Other Related Charges to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
Impairment of goodwill. We performed
an interim impairment assessment of goodwill during Q3 of fiscal 2023 and determined that the fair value of the GuruShots reporting unit
exceeded its carrying value and recorded a $8.7 million goodwill impairment charge in Q3 of fiscal 2023, as more fully described in Note
7, Intangible Assets, Net and Goodwill, to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form
10-K for additional information.
Change in fair value of contingent consideration.
During fiscal 2023, we recorded a $1.9 million net benefit related to the change in fair value of our contingent consideration
payable (related to the GuruShots acquisition) in addition to the $4.0 million net benefit recorded in fiscal 2022. In effect, we reduced
the amount payable from $5.9 million to $0, due to the decrease in the likelihood that certain contingent payment milestones would be
achieved.
The
increase in interest and other income, net
in fiscal 20242025 when compared to fiscal 20232024 was primarily due primarily to higherlower interest incomeyield earnedwe received
on our cash andin cashfiscal equivalents2025, andwhich lower
was partially offset by $65,000 in interest expense resultingrelated fromto the $2 million prepayment of term loan which was repaid
in November 2023,2023 offsetand by athe $50,000 impairment charge related
to our investment in a privately held company of which the carrying value
was reduced to $0 as of October 30, 2023.
What changed in the latest 10-Q
Risk Factors
There are no material changes from the risk factors previously disclosed in Item 1A to Part I of the 2025 Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Certain Conflicts in the Middle East”
New heading “Three Months Ended April 30, 2026 Compared to Three Months Ended April 30, 2025”
New heading “Nine months Ended April 30, 2026 Compared to Nine months Ended April 30, 2025”
New heading “Income tax expense (benefit)”
Removed heading “The Israel-Hamas and Israel-Hezbollah Conflicts”
Removed heading “Six Months Ended January 31, 2026 Compared to Six Months Ended January 31, 2025”
Removed heading “Three Months Ended January 31, 2026 Compared to Three Months Ended January 31, 2025”
Removed heading “Provision for Income taxes”
Largest changes
“Zedge builds and operates creator communities that collectively serve 20 million monthly active users across its platforms. Zedge Marketplace, our flagship platform, is a leading marketplace for mobile personalization content that powers a vibrant creator ecosystem including a full generative AI creation suite. DataSeeds.AI is our B2B business, delivering managed, multimodal datasets that are ethically sourced, rights-cleared, built to spec and delivered at scale to frontier AI developers. …”see in full comparison
“Zedge builds digital marketplaces and friendly competitive games around content that people use to express themselves. …”see in full comparison
For the three months endedsee in full comparisonJanuaryApril31,30, 2026,lossincome from operations related to the Zedge Marketplace increased to$2.1$1.7million, compared to incomemillion fromoperations$1.3of $41,000million for the three months endedJanuaryApril31,30, 2025, primarily attributable toimpairmenthigher revenue, lower PUA spend coupled with restructuring chargesof $3.7 million related toin theEmojipediapriorassetsyeargroupperiod, offset by higherrevenuecompensationduringexpenses in the currentperiod.period resulting primarily from unfavorable foreign exchange rate movements.
SG&A decreasedsee in full comparison9.6%1.7% for thesixthree months endedJanuary31,April 30, 2026, compared to the prior-year period. The decrease was primarily attributable to lower PUA andreducedlowernetstock-basedpersonnel-related expensescompensationfollowingresultingthe global restructuring initiated in January 2025 as well asfrom the expiration of the$8$4 million retention bonus program related to the GuruShots acquisition. These cost savings were partially offset by the increase in compensation expenses due to the strengthening of the EUR and Israeli Shekel (ILS) against theUSD,USD and merit-based compensationincreases,increasesandeffectivecertainfromone-timeJanuaryseverance payments.2026.
Full comparison: every changed paragraph (118)
This Quarterly Report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends,”
and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from future results. Factors that may cause such differences include, but are not limited to: (1) economic, geopolitical
and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and
profitability, which in turn could adversely affect our stock price; (2) our ability to keep pace with rapid technological changes in
the Internet, mobile and AI industries and to adapt our products and services accordingly; (3) risks associated with our reliance on the
adoption, integration and effective utilization of AI technologies, which is a key component of our growth strategy; (4) our ability to
acquire a sufficient number of users that become purchasers, retain existing users, and generate profitable revenue from our apps; (5)
our ability to successfully make acquisitions and/or successfully integrate acquisitions that we have made into Zedge without incurring
unanticipated costs or without being subject to other integration issues that may disrupt our existing operations; and (6) the threat
of continued hostilities against Israel from Iran, the Gaza Strip, Lebanon, and Syria. For further information regarding risks and uncertainties
associated with our business, please refer to Item 1A to Part I “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “2025 Form 10-K.10-K”). The forward-looking
statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information
set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities
Act of 1933 and the Securities Exchange Act of 1934, including the 2025 Form 10-K.
The majority of our users and employees are located
outside of the United StatesStates, exposing us to a range of economic factors and regulations including foreign exchange fluctuations. There
is uncertainty surrounding macroeconomic factors in the U.S. and globally. We believe these macroeconomic conditions coupled with the
global political climate and unrest, including the ongoing wars between Ukraine and Russia, the war being waged against Iran by Israel
and the United States,States and Israel, and the ongoing conflicts between Israel and the Gaza Strip, Lebanon, and Syria, may negatively impact our performance.
Certain Conflicts in the Middle East
Given our operations in Israel, the impact of economic, political, geopolitical, and military conditions in the region directly affects us, including conflicts involving missile strikes, infiltrations, and terrorism.
The Israel-Hamas and Israel-Hezbollah Conflicts
Given our operations in Israel, the impact of
economic, political, geopolitical, and military conditions in the region directly affects us, including conflicts involving missile strikes,
infiltrations, and terrorism. Notably, onOn October 7, 2023, Hamas, a designated terrorist organization, launched a savage terror attack
in Israel, along with launching thousands of rockets into Israeli sovereign territory. The State of Israel responded by attacking Hamas
in Gaza resulting in the mobilization of more than 450,000 army reservists. In addition, Hezbollah, another designated terrorist organization,
based in Lebanon, was indiscriminately shelling Israeli territory, and the Houthi rebels based in Yemen also launched ballistic missiles
and kamikaze drones at Israel.
In June of 2025, Israel and Iran engaged in the
‘12-Day War’ during which Israel and the UnitesUnited States launched strikes on Iranian nuclear and military facilities, assassinating key
leaders and scientists, promptingscientists. Iranian retaliation withincluded hundreds of missiles fired on Israeli cities; offices and schools were closed amid
shelter-in-place orders, and the constant barrage of ballistic missiles launched from Iran and Yemen severely interrupted our operations.
A U.S.-brokered ceasefire ended that direct clash on June 24, 2025, but tensions persisted as Iran rebuilt its missile stocks and nuclear
capabilities, raising fears of renewed confrontation. Compounding these threats, since the fall of the Assad regime in December 2024,
Israel has conducted airstrikes and ground incursions in Syria to neutralize remaining Iranian-linked militias, secure the border, and
protect the Druze minority amid sectarian clashes. The Gaza ceasefire under the U.S.-backed framework, reached following the release of
all remaining living Israeli hostages, has held broadly, though it remains fragile.
On February 28, 2026, the United States and Israel
launched a joint military campaign against Iran, with the stated objectives of eliminating Iran’s nuclear and ballistic missile programs.
The strikes killed Supreme Leader Ali Khamenei and numerous senior IRGC and government officials. Iran has responded with sustained waves
of ballistic missiles and drone attacks against Israel, U.S. military installations across the region, and Gulf states. Following more than five weeks of sustained hostilities, the United States and Iran agreed to a ceasefire on April 8, 2026, mediated by Pakistan. The ceasefire is between the United States and Iran; Israel is not a formal party to the agreement, and Israel’s obligations under it remain a matter of dispute. In the weeks following the ceasefire, tensions have continued over Iran’s closure of the Strait of Hormuz and ongoing U.S.-Iran negotiations. As of the date of this filing, the ceasefire remains in effect despite limited level of active measures, though its durability is uncertain and the risk of resumed hostilities is significant.
Following the February 28, 2026 joint-U.S. and Israel strikes on Iran, Hezbollah launched a fresh barrage of rockets and missiles into Israel, collapsing the November 2024 ceasefire. Israel responded with intensive strikes on Beirut and southern Lebanon. On April 16, 2026, the United States brokered a ceasefire between Israel and Lebanon. That ceasefire was extended on April 23 for three weeks, and extended again on May 15 for an additional 45 days, with Israel and Lebanon agreeing on a framework for negotiations toward a lasting peace. Notwithstanding the ceasefire between Israel and the Lebanese government, Hezbollah, a designated terrorist organization operating within Lebanon, has continued and escalated its attacks on Israel and Israel has escalated its actions against Hezbollah in Lebanon.
Our Israel office is currently open and operating.
The November 2024 Israel-Lebanon ceasefire collapsed
when Hezbollah launched a fresh barrage of rockets and missiles into Israel following the killing of Iranian Supreme Leader Ali Khamenei.
Israel responded with intensive strikes on Beirut and southern Lebanon and has authorized a ground incursion in southern Lebanon; the
Lebanese government has proscribed Hezbollah’s military activities and ordered the expulsion of Iranian IRGC personnel from Lebanese territory,
though implementation remains uncertain.
Our Israel office and schools have been closed
under shelter-in-place orders, and the ongoing bombardment has materially interrupted our operations. As of the date of this filing, active
combat operations continue and no ceasefire is in place. The duration, scale, and outcome of this conflict remain highly uncertain, and
the risk of further escalation across the region is significant.
The foregoing conflicts have led to repeated IDF
reservist mobilizations, affecting our workforce. The cumulative effect of these conflicts, combined with broader regional instability,
risks impacting foreign investment, currency fluctuations, credit ratings, interest rates, oil prices, and security markets. Furthermore,
regional political unrest and threats from extremist groups, notably Iran and its proxies, pose additional risks. The Houthis, while having
reduced commercial shipping attacks since a May 2025 ceasefire with the U.S., continue to threaten Israeli and U.S. targets and may escalate
in conjunction with Iran’s ongoingactivities retaliationand campaign.any resumed hostilities. Management and our Board of Directors are closely monitoring the situation in
Israel to address potential business disruptions and implications.
A key component of our growth strategy involves the adoption and utilization of AI, which introduces certain risks that may materially and adversely affect our business, financial condition, results of operations, and reputation. We incorporate AI into products such as pAInt and rely on AI for development, content moderation, personalization, marketing assets, finance, legal, user engagement, and other functions across our business, but our ability to compete effectively in AI-driven markets and keep pace with better-resourced competitors remains uncertain. Compliance with evolving AI laws, such as the EU AI Act, may impose significant operational costs. Additionally, in late September 2025, Google released an update to its Search Engine Results Page (SERP) enabling users to copy emojis directly from search results rather than being directed to third-party sites such as Emojipedia, and AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries. These developments could significantly diminish the value of our services and materially and adversely affect our revenue, profitability, and prospects. As a result, we recorded a non-cash impairment charge of approximately $3.7 million in the three months ended January 31, 2026 to reduce the carrying amount of the Emojipedia assets group to its estimated fair value, please refer to Note 5 to the unaudited condensed consolidated financial statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.
Zedge builds and operates creator communities that collectively serve 20 million monthly active users across its platforms. Zedge Marketplace, our flagship platform, is a leading marketplace for mobile personalization content that powers a vibrant creator ecosystem including a full generative AI creation suite. DataSeeds.AI is our B2B business, delivering managed, multimodal datasets that are ethically sourced, rights-cleared, built to spec and delivered at scale to frontier AI developers. The content foundation for DataSeeds.AI is supplied by Zedge’s proprietary creator communities, including Zedge Marketplace contributors and photo competition community GuruShots, which is supplemented by crowdsourced content. We also offer GuruShots, the world’s most popular photo competition game, where photographers of all skill levels compete, vote, and improve through gamified photo challenges. Our portfolio also includes Emojipedia, the number one trusted reference for emojis. Our vision is to enable creators and foster community while driving commerce across our ecosystem.
Zedge builds digital marketplaces and friendly
competitive games around content that people use to express themselves. Our leading products include Zedge Ringtones and Wallpapers, which
we refer to as our “Zedge App,” a freemium digital content marketplace offering mobile phone wallpapers, video wallpapers,
ringtones, and notification sounds as well as pAInt, a generative AI wallpaper and ringtone maker, GuruShots, a skill-based photo challenge
game, DataSeeds.AI, a B2B offering which offers ethically sourced and fully rights-cleared multimodal - image, video, and audio - datasets
that companies use to train AI models, and Emojipedia, the #1 trusted source for ‘all things emoji’. Our vision is to enable
and connect creators who enjoy friendly competitions with a community of prospective consumers in order to drive commerce.
Our Zedge App (which is named “Zedge Wallpapers”
in the App Store) offers a wide array of mobile personalization content including wallpapers, video wallpapers, ringtones, and notification
sounds, and is available both in Google Play and the App Store. Over the past two years, our Zedge App has had between 20.419.6 million and
27.7 26.1 million monthly active users (“MAU”), ending with 20.419.6 million MAU as of JanuaryApril 31,30, 2026. MAU is a key performance indicator
(“KPI”) for our Zedge App that captures the number of unique users that used our Zedge App during the final 30 days of the
relevant period. Our platform allows creators to upload content to our marketplace and avail it to our users either for free or, via ‘Zedge
Premium,’ the section of our marketplace where we offer premium content for purchase. In turn, our users utilize the content to
personalize their phones and express their individuality.
The Zedge Marketplace’s monetization stack
consists of advertising revenue generated when users view advertisements when using the Zedge App (and the related functionality under
the zedge.net website), the in-app sale of Zedge Credits, our virtual currency, that is used to purchase Zedge Premium content, and a
paid-subscription offering that provides an ad-free experience to users that purchase a monthly, annual or lifetime subscription. In April
2023, we introduced a subscription tier in the iOS version of the app. As of JanuaryApril 31,30, 2026, we had approximately 1.21.3 million active
subscribers.
In April 2022, we acquired GuruShots Ltd (“GuruShots”)
a gamified photography platform that engages a global community of photographers through daily challenges, real-time feedback, and a competitive,
interactive experience.
In April 2022, we acquired GuruShots Ltd (“GuruShots”) a gamified photography platform that engages a global community of photographers through daily challenges, real-time feedback, and a competitive, interactive experience. GuruShots offers a platform spanning iOS, Android, and the web that provides a fun, educational and structured
way for amateur photographers to compete in a wide variety of contests showcasing their photos while gaining recognition with votes, badges,
and awards. We estimate that the total addressable market of amateur photographers using their smartphones to take and publicly share
artistic photos is 30-40 million people per month and that the market is still in its infancy. Every month, GuruShots stages more than
300 competitions that result in players uploading in excess of 463,000415,000 photographs and casting close to 2.7 billion “perceived votes,”
which are calculated by multiplying the number of votes that each player casts by a weighting factor based on various factors related
to that user. To improve engagement, GuruShots has adopted a set of retention dynamics focused on individual, team and community dynamics
that create a sense of belonging, inspiration, recognition, improvement, and competition.
GuruShots utilizes a ‘Free-to-Play’
business model and generates revenue through in-app purchases of virtual currency. Players can use this currency to unlock competitions
or gain an edge by purchasing resources and participating in additional gameplay. Over the past nineten years, the monthly average paying
player spend has increased in excess of 6.4%6.7% annually to more than $44.4$45.5 per player.
Since the acquisition, GuruShots has faced challenges
in growth and profitability, and its revenue has declined. We have cut costs at GuruShots, including as part of the restructuring implemented
initiated in January 2025, and have materially scaled back on paid user acquisition (“PUA”) for the unit. In parallel, we are developing a plan, referred
to as GuruShots 2.0, to revamp GuruShots’ offering in order to put it on a growth trajectory and unlock the potential value of this
asset. Our strategy focuses on attracting new users and converting them into recurring, paying players. To date, we have introduced a
fun and comprehensive onboarding experience to draw new users into the gameplay with ease and migrated to a coin-based in-game economy
to enable more opportunities to reward and monetize players Historically, we marketed GuruShots to prospective
players primarily via PUA channels including Google, Meta, TikTok and other platforms, utilizing a variety of advertising media, formats,
such as static and video ads. As part of the GuruShots 2.0 development plan, we have significantly reduced PUA investment for GuruShots
to improve Return-on-Ad-Spend (ROAS) and intend to continue managing PUA spend in the current timeframe.players.
Historically, we marketed GuruShots to prospective players primarily via PUA channels including Google, Meta, TikTok and other platforms, utilizing a variety of advertising media, formats, such as static and video ads. As part of the GuruShots 2.0 development plan, we have significantly reduced PUA investment for GuruShots to improve Return-on-Ad-Spend (ROAS) and intend to continue managing PUA spend in the current timeframe.
Emojipedia Pty Ltd (“Emojipedia”)
is the world’s leading authority dedicated to providing up-to-date and well-researched emoji definitions, information, and news,
as well as World Emoji Day and the annual World Emoji Awards. In JanuaryApril 2026, Emojipedia received approximately 40.737.6 million monthly
page views and has approximately 6.76.8 million monthly active users as of JanuaryApril 31,30, 2026 of which approximately 40.9%42.1% are located in well-developed
markets. It is the top resource for all things emoji, offering insights into data and cultural trends. In the past year, we have implemented
multiple changes to Emojipedia including an AI-powered emoji sticker generator tool as well as an extensive emoji sticker library.
In late September 2025, Google released an update
to its Search Engine Results Page (SERP) enabling users to copy emojis directly from search results rather than being directed to third-party
sites such as Emojipedia. In addition, AI platforms, including ChatGPT and Claude, now return emoji results in response to user queries.
While it is too early to accurately quantify the impact of these changes on Emojipedia’ s monthly active users (MAU), we believe
they are likely to result in reduced traffic and adversely affect revenue. As a result, we recorded an impairment charge of $3.7 million
for in the quarterlythree resultsmonths period ended January 31, 2026.
MAU decreased 17.4%11.3% in the three months ended
January 31,April 30, 2026 when compared to the same period a year ago. As of JanuaryApril 31,30, 2026, users in emerging markets represented about 76.5%
78.1% of our MAU, as compared to 77.3%76.5% from the same period a year ago.
ARPMAU for the three months ended JanuaryApril 31,
30, 2026 increased 47.5%21.2% when compared to the same period a year ago, primarily due to the increase in price per advertising impression from
the same period a year ago, which was driven by increased competition for our ad inventory as well as strong year-over-year
subscription revenue growth. Subscription revenue andincreased 32.5%, while subscription billings decreased 4.4% for the three months ended JanuaryApril 31,30, 2026 increased 32.5%
and 2.0%, respectively,2026, when compared to the same period a year ago, as discussed below.
The following tables present the MAU – Zedge
App and ARPMAU – Zedge App for the three months ended JanuaryApril 31,30, 2026 as compared to the same period in the prior year:
The following charts present
the MAU – Zedge App and ARPMAU – Zedge App for the consecutive eight fiscal quarters ended JanuaryApril 31,30, 2026:
MAP decreased 43.1%37.7% in the three months ended
January 31,April 30, 2026 when compared to the same period a year ago, primarily attributable to Apple’s App Tracking Transparence (“ATT”)
framework which impedes our ability to invest in paid user acquisition (“PUA”) campaigns profitably in terms of return on
ad spend or (“ROAS”). As such, we continued to scale back our PUA spend for GuruShots while testing new campaigns and creatives
in order to unearth attractive ROAS scaling opportunities. ARPMAP increased 25.6%10.2% to $50.0$48.6 in the three months ended JanuaryApril 31,30, 2026
from $39.8$44.1 in the three months ended JanuaryApril 31,30, 2025.
The following table shows our MAP and ARPMAP for
the three months ended JanuaryApril 31,30, 2026 and 2025.
The following charts present the MAP and ARPMAP
– GuruShots for the consecutive eight quarters ended JanuaryApril 31,30, 2026:
nm-not meaningful
Comparison of Our Results of Operations for
the Three and SixNine Monthsmonths ended JanuaryApril 31,30, 2026 and 2025
The following table sets forth the composition
of our revenues for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:
The following table summarizes our subscription
revenue for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:
The following table summarizes Zedge Premium gross
and net revenue for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025:
Three Months Ended JanuaryApril 31,30, 2026 Compared
to Three Months Ended JanuaryApril 31,30, 2025
For the three months ended January 31, 2026, our
total revenue increased 18.3% compared to the same period in the prior year, primarily attributable to an increase in advertising and
subscription revenue, partially offset by an 11.5% decline in GuruShots’ revenue during the corresponding periods.
For the three months ended January 31, 2026, our
advertising revenue increased 18.3% compared to the same period in the prior year, primarily due to higher average prices per advertising
impression paid by advertisers on our Zedge App platform, reflecting increased competition for our ad inventory. The strong growth in
the advertising revenue from our Zedge App was partially offset by a 51.9% decline in Emojipedia’s revenue during the corresponding
periods.
For the three months ended January 31, 2026, our
subscription revenue increased 32.5%, and our subscription billings increased 2.0%, compared to the same period in the prior year, primarily
due to the lifetime subscription offering for Android and iOS users we rolled out in August 2023 and August 2024, respectively.
For the three months ended JanuaryApril 31,30, 2026, our
other total revenue increased 19.7%3.0% compared to the same period in the prior year, primarily attributable to an increase in Zedgesubscription Premiumrevenue net
and new DataSeeds revenue which increasedis 18.6%included duringin thedigital correspondinggoods period.and services reported under GuruShots’ segment.
For the three months ended January 31, 2026, digital
goods and services revenue declined 11.5% compared to the same period in the prior year primarily due to a 43.1% decline in GuruShots’
MAP partially offset by revenue contribution from DataSeeds.
Six Months Ended January 31, 2026 Compared
to Six Months Ended January 31, 2025
For the sixthree months ended JanuaryApril 31,30, 2026, our
total advertising revenue increaseddecreased 11.9%$224,000 or 4.0% compared to the same period in the prior year, primarily attributabledue to ana increaseone-time integration bonus of $450,000 received in advertisingApril and
subscription2025 revenue,coupled partiallywith offsetthe by$236,000 aor 19.6%53.1% decline in GuruShots’Emojipedia’s revenue during the corresponding periods.
For the six months ended January 31, 2026, our
advertising revenue increased 12.0% compared to the same period in the prior year, primarily due to higher average prices per advertising
impression paid by advertisers on our Zedge App platform, reflecting increased competition for our ad inventory. The strong growth in
the advertising revenue from our Zedge App was partially offset by a 46.9% decline in Emojipedia’s revenue during the corresponding
periods.
For the sixthree months ended JanuaryApril 31,30, 2026, our
subscription revenue increased 30.6%,31.9%, and our subscription billings increaseddecreased 4.0%,4.4%, compared to the same period in the prior year,year. primarily
dueThe decline in subscription billings can be attributed to the lifetime17.3% decrease in MAU in developed markets, as subscription offeringpricing foris Android and iOS users we rolled outhigher in Augustwell-developed 2023 and August 2024, respectively.markets.
For the sixthree months ended JanuaryApril 31,30, 2026, our
other revenue increased 5.1%4.6% compared to the same period in the prior year, primarily attributable to a 4.4%an increase in Zedge Premium
net revenue.revenue which increased 3.5% during the corresponding periods. Zedge Premium represents approximately 99% of other revenues.
For the three months ended JanuaryApril 31,30, 2026, digital
goods and services revenue declinedincreased 19.6%6.9% compared to the same period in the prior year primarily due to revenue contribution from DataSeeds offset by decreased revenue from the GuruShots game driven by a 35.8%37.7% decline in GuruShots’
MAP partially offset by revenue contribution from DataSeeds.MAP.
Direct cost of revenues.
Direct cost of revenues consists primarily of content hosting and content delivery costs.
Direct cost of revenues increased 25.5% in the
three months ended January 31, 2026 compared to the same period in the prior year primarily due to higher data center costs and additional
costs related to certain new initiatives, including DataSeeds and other products under development. As a percentage of revenue, direct
cost of revenues in the three months ended January 31, 2026 increased to 6.8% from 6.4% for the same period in the prior year.
Direct cost of revenues increased 22.9% in the
six months ended January 31, 2026 compared to the same period in the prior year primarily due to higher data center costs and additional
costs related to certain new initiatives, including DataSeeds and other products under development. As a percentage of revenue, direct
cost of revenues in the three months ended January 31, 2026 increased to 7.0% from 6.4% for the same period in the prior year.
Selling, general and administrative expense.
Selling, general and administrative expense (“SG&A”) consists mainly of payroll and benefits, stock-based compensation
expense (as discussed below), PUA expenses, third-party payment processing fee relate to in-app purchases, marketing, consulting, professional
fees, software licensing (“SaaS”), recruiting fees, facilities and public company related expenses.
Three Months Ended January 31, 2026 Compared
to Three Months Ended January 31, 2025
SG&A decreased 6.2% for the three months ended
January 31, 2026, compared to the prior-year period. The decrease was primarily attributable to lower PUA and reduced net personnel-related
expenses following the global restructuring initiated in January 2025 as well as the expiration of the $8 million retention bonus program
related to the GuruShots acquisition. These cost savings were partially offset by the strengthening of the EUR and ILS against the USD,
merit-based compensation increases, and certain one-time severance payments.
For the three months ended January 31, 2026, we
modestly reduced PUA spending for the Zedge App and significantly reduced PUA spending for GuruShots compared to the prior-year period.
Combined PUA spending decreased 17.6% to $1.6 million for the three months ended January 31, 2026, from $2.0 million in the prior-year
period. We expect to continue investing in PUA for the Zedge App in the near term, subject to maintaining attractive return on ad spend
(“ROAS”).
As a percentage of revenue, SG&A was 81.0%
for the three months ended January 31, 2026, compared to 102.1% for the same period in the prior year.
SixNine Monthsmonths Ended JanuaryApril 31,30, 2026 Compared
to SixNine Monthsmonths Ended JanuaryApril 31,30, 2025
For the nine months ended April 30, 2026, our total revenue increased 8.8% compared to the same period in the prior year, primarily attributable to an increase in advertising and subscription revenue, partially offset by a 12.4% decline in GuruShots’ revenue during the corresponding periods.
For the nine months ended April 30, 2026, our advertising revenue increased 6.1% compared to the same period in the prior year, primarily due to higher average prices per advertising impression paid by advertisers on our Zedge App platform, reflecting increased competition for our ad inventory. The strong growth in the advertising revenue from our Zedge App was partially offset by a 48.8% decline in Emojipedia’s revenue during the corresponding periods.
ZDGE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 2,440,273 shares, about $0) and open-market sales in 0 filings. Net open-market shares: 2,440,273 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-25 | Jonas Howard S |
Open-market purchase | 2,218,430 | — | — |
| 2026-09-25 | Reich Jonathan |
Option exercise | 60,000 | $2.27 | $136.2K |
| 2026-09-25 | Reich Jonathan |
Shares withheld for tax | 50,471 | $3.02 | $152.4K |
| 2026-09-11 | Gibber Elliot |
Open-market purchase | 221,843 | — | — |
| 2026-09-08 | Jonas Michael C |
Option exercise | 4,233 | — | — |
| 2026-09-07 | Reich Jonathan |
Shares withheld for tax | 2,331 | $2.97 | $6.9K |
| 2026-09-07 | Reich Jonathan |
Option exercise | 6,467 | — | — |
| 2026-09-07 | Tsai Yi |
Shares withheld for tax | 827 | $2.97 | $2.5K |
| 2026-09-07 | Tsai Yi |
Option exercise | 2,000 | — | — |
| 2026-05-29 | Reich Jonathan |
Option exercise | 181,616 | $1.73 | $314.2K |
| 2026-05-29 | Reich Jonathan |
Shares withheld for tax | 132,226 | $3.01 | $398.0K |
Well-known investors holding ZDGE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 532,222 | $1.6M | 0.0% | Added 3% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 136,088 | $421.9K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 14,561 | $45.1K | 0.0% | New position |