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SC 13D ·Filed Oct 2, 2026

ZDGE

Zedge, Inc.
MIXED
Impact 6/10
Horizonmonths Processed24d 7h ago SEC0001213900-26-106074
Activist investor acquires 5%+ stake
Actionable Insight ◆ Mixed

Monitor the upcoming stockholder meeting for approval of the warrant issuance and any further strategic updates on DataSeeds.AI. The non-transferable warrant structure and Jonas's board role suggest a long-term supportive posture, but the potential 13%+ dilution from warrant exercise is a key overhang.

DirectionMixed
Confidencehigh
Horizonmonths
Latest settled — T+5d
ZDGE ▼ -2.33% at T+5d
NEUTRAL call -2.33% · α vs SPY -3.49% · entry $3.00 → $2.93
Next anchor: T+20d in 4d
Latest observation: T+15 -8.12% FF3 residual α
Entry = T+0 close
Oct 2, 2026
via day close
T+1d
-2.33%
call -2.33% · α -3.01%
$2.93
settled 21d ago
T+5d
-2.33%
call -2.33% · α -3.49%
$2.93
settled 17d ago
T+20d
Pending
in 4d
T+60d
Pending
in 2mo

Price Chart

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Executive Summary

Howard S. Jonas (Vice Chairman of Zedge) and his entity Chartwell Holding LLC filed a Schedule 13D disclosing a 15.6% beneficial ownership stake in Zedge, acquired via a $6.5M private placement of 2,218,430 shares at $2.93/share, plus warrants for 1,996,587 shares at $3.22 (not yet exercisable). The filing states the investment is to support the DataSeeds.AI expansion, and Jonas intends to work closely with management. This is a supportive insider stake, not an adversarial activist campaign, but the 90% warrant coverage creates significant future dilution potential.

Key Financial Metrics

Stake
15.6%
Stake Value
$6.5M
Investor
Howard S. Jonas / Chartwell Holding LLC

Key Facts

  • Howard S. Jonas and Chartwell Holding LLC filed a Schedule 13D disclosing beneficial ownership of 2,344,805 shares of Zedge Class B common stock, representing 15.6% of shares outstanding.
  • Chartwell purchased 2,218,430 shares and received warrants to purchase 1,996,587 shares at $3.22 per share, for an aggregate purchase price of $6.5 million ($2.93 per share with warrant coverage).
  • The warrants are not exercisable until the later of stockholder approval or March 25, 2027, and are non-transferable.
  • Jonas stated the investment is to support the expansion of Zedge's DataSeeds.AI business and that he intends to work closely with the management team.
  • The filing follows a CEO transition (Morris Berger appointed effective October 1, 2026) and a prior 8-K disclosing the private placement.
  • Jonas is Vice Chairman of Zedge and his son Michael Jonas is Executive Chairman and Chairman of the Board.

Financial Impact

$6.5 million private placement at $2.93/share with 90% warrant coverage; warrants represent potential additional dilution of up to 1,996,587 shares at $3.22.

dilutioncashownership

Risk Factors

  • Warrant exercise would add up to 1,996,587 new shares, diluting existing holders by approximately 13.3%.
  • DataSeeds.AI is a new business line with unproven revenue trajectory; the 10-K noted GuruShots revenue decline and Emojipedia traffic risk from Google SERP changes.
  • Jonas's dual role as Vice Chairman and large shareholder creates governance concentration risk.

Investment Themes

Software & IT

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

DocumentAccession Number
SC 13D Filing (Primary)0001213900-26-106074
Document: ea030742901ex-2.htm0001213900-26-106074
Document: ea030742901ex-4.htm0001213900-26-106074
Document: 0001213900-26-106074-index-headers.html0001213900-26-106074
Document: 0001213900-26-106074-index.html0001213900-26-106074
Document: 0001213900-26-106074.txt0001213900-26-106074
8 reports for ZDGE
Performance horizon

Track record builds as more directional reports settle.

Filters
Rows
Reports for ZDGE — sortable, filterable
TypeNow
Oct 21, 2026
5d ago
8-K
MIXED ★ 6/10
$2.78awaiting T+20—$2.73 (−1.80%)
Oct 19, 2026
7d ago
8-K
NEUTRAL ★ 2/10
$2.79awaiting T+20—$2.73 (−2.15%)
Oct 9, 2026
16d ago
3
NEUTRAL ★ 1/10
$2.93awaiting T+20—$2.73 (−6.83%)
Oct 9, 2026
17d ago
8-K
NEUTRAL ★ 4/10
$2.93awaiting T+20—$2.73 (−6.83%)
Oct 2, 2026
24d ago
SC 13D
MIXED ★ 6/10
$3.00awaiting T+20—$2.73 (−9.00%)
Aug 31, 2026
8w ago
8-K
BULLISH ★ 6/10
$3.04 $2.95▼ −2.96%▼ −2.77%$2.73 (−10.20%)
Jun 17, 2026
18w ago
8-K
NEUTRAL ★ 2/10
$3.03 $2.97▼ −1.98%▼ −3.30%$2.73 (−9.90%)
Jun 11, 2026
19w ago
8-K
BULLISH ★ 6/10
$4.16 $3.10▼ −25.48%▼ −27.26%$2.73 (−34.37%)
Showing 8 of 8

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Report published Oct 2, 2026