Zedge agreed to sell Class B common stock and warrants for aggregate proceeds of $7,675,000. The warrants cover 2,354,803 shares and cannot be exercised until the applicable waiting condition and stockholder approval requirements are satisfied, while the securities carry transfer and registration restrictions for investors.

Key Highlights

  • Howard Jonas committed $6,500,000 for 2,218,430 Class B shares and warrants covering 1,996,857 shares.
  • Warrant exercise prices are set at $3.22 or $3.28 per share, equal to 110% of the applicable purchase price.
  • The securities are expected to be issued without registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

Zedge, Inc. (AMEX: ZDGE) agreed to sell an aggregate of 2,616 Class B common stock shares and warrants for aggregate proceeds of $7,675,000. The transaction covers warrants to purchase 2,354,803 additional Class B shares, with the stock sold at either $2.98 or $2.93 per share. The purchasers include Vice Chairman Howard Jonas, board member Elliot Gibber and another current stockholder.

$7.675M Stock Sale Includes Warrant Rights

Howard Jonas agreed to invest $6,500,000 for 2,218,430 shares and warrants covering 1,996,857 shares. Jonas is the father of Michael Jonas, Zedge’s Executive Chairman and board chairman. The warrants require cash exercise and cannot be sold, transferred or assigned. Each purchaser agreed not to vote Class B shares on that proposal. No Placement agent or underwriter was engaged, and no Underwriting discounts or commissions were paid.