| (a) | The following documents are filed as part of this Report: |
|---|
| 1. | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements |
Consolidated Financial Statements covered by Report of Independent Registered Public Accounting Firm
| 2. | Financial Statement Schedule. |
All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.
| 3. | Exhibits. Exhibit Numbers 10.1, 10.6, 10.7, 10.8 and 10.9 are management contracts or compensatory plans or arrangements. |
The exhibits listed in paragraph (b) of this item are filed, furnished, or incorporated by reference as part of this Form 10-K.
Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
| ● | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; |
| ● | may apply standards of materiality that differ from those of a reasonable investor; and |
| ● | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| Exhibit Number | Description of Exhibits |
| 3.01(1) | Third Amended and Restated Certificate of Incorporation of Zedge, Inc. |
| 3.02(2) | Second Amended and Restated By-Laws of Zedge, Inc. |
| 4.02(3) | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. |
| 10.01(4) | 2016 Stock Option and Incentive Plan, as Amended and Restated |
| 10.02(1) | Transition Services Agreement |
| 10.03(1) | Tax Separation Agreement |
| 10.04(5) | Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014 |
| 10.05(6) | Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013 |
| 10.06(6) | Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated on November 1, 2011 |
| 10.07(1) | Form of ISO Stock Option Agreement |
| 10.08(1) | Form of Nonqualified Stock Option Agreement |
| 10.09(1) | Form of Restricted Stock Agreement |
| 10.10* | Amended and Restated Loan and Security Agreement Modification Agreement between Zedge, Inc. and Western Alliance Bank, dated October 28, 2024 |
| 21.01* | Subsidiaries of the Registrant |
| 23.01* | Consent of UHY, LLP, Independent Registered Public Accounting Firm |
| 31.01* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.02* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.01* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.02* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.01* | Compensation Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated by reference to Form 10-12G/A, filed June 1, 2016. |
| (4) | Incorporated by reference to the Schedule 14A, filed November 28, 2022. |
| (5) | Incorporated by reference to Form 10-12G/A, filed April 25, 2016. |
| (6) | Incorporated by reference to Form 10-12G/A, filed May 20, 2016. |
