Zedge (ZDGE) 10-K: Business Changes Lead 28 October 2026 Filing Roundup

21 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. [No corresponding passage in the 2025 filing.] Contributors may choose not to provide their content for licensing purposes, which could prevent us from scaling our licensing business.

13 ● Our efforts to develop and expand DataSeeds, our business-to-business data offering, expose us to a number of risks that could limit our ability to grow, achieve commercial success, and maintain our business, results of operations, and financial condition. Contributors may choose not to make their content available for AI training and related uses, which could prevent us from scaling DataSeeds. ● Our catalog may not contain the types of content that our customers seek, which could limit demand for DataSeeds. ● We provide DataSeeds datasets and services through discrete projects rather than under recurring contracts, and our results may fluctuate significantly from period to period. ● A downturn in the AI market could reduce demand for our datasets and services and adversely affect our growth prospects. ● Sales of DataSeeds dataset and service offerings have been concentrated among a small number of customers, and a reduction in their spending, or our inability to broaden our customer base, could materially reduce our revenue. ● If we fail to maintain and enhance our various brands, or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected. ● We may not be able to effectively manage our growth or implement our future business strategies, in which case our business and results of operations may be materially and adversely affected. ● Substantially all of our personnel are located in Israel and Lithuania, and armed conflict or instability affecting either country could disrupt our operations and our ability to serve our customers. ● We recently changed our chief executive officer, and the transition in senior leadership could disrupt our business. ● Privacy, data protection and emerging artificial intelligence laws expose us to sanctions, litigation and increased costs of compliance. ● Laws regulating online platforms and digital content services may impose additional compliance obligations and penalties on us. ● Content depicting identifiable individuals may expose us to privacy, right of publicity, artificial intelligence, and other data processing-related laws, including with respect to alleged processing of biometric data, geographic information, and minors’ information, as well as to evolving regulatory obligations, including, for example, with respect to data brokers, and non-compliance could result in liability. ● Our business depends on our ability to collect and effectively use data to serve relevant advertising, deliver suitable content, and identify prospective advertisers, and any limitation on the collection and use of this data could significantly diminish the value of our services, cause us to lose advertisers, make us less attractive to prospective advertisers, and harm our revenues. ● Any significant system or network disruption or cyberattack could have a material adverse effect on our business prospects and results of operations. ● We are controlled by our majority stockholder, which limits the ability of other stockholders to affect our management. ● If we face intellectual property infringement claims arising from content offered through Zedge Marketplace, GuruShots, or DataSeeds, or are unable to license, acquire or otherwise obtain access to compelling content and services at reasonable cost, or if we do not develop or commission compelling content of our own, the number of users may not grow as anticipated, or may decline, or users’ level of engagement may decline, all or any of which could materially harm our business and operating results. ● Our ability to grant rights to customers may be limited by the rights we obtain from contributors and production partners, and defects in rights associated with content already used to train AI models may be difficult or impossible to remedy. 14 RISKS RELATED TO OUR BUSINESS AND INDUSTRY 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.

This means that OCSSPs will be liable for copyright-protected material uploaded by users and must obtain authorization (i.e., a license) from the relevant rightsholders. However, Article 17 effectively creates a new liability exemption regime for OCSSPs (albeit a more onerous one than is currently provided by the E-Commerce Directive) under which OCSSPs will not be liable for the copyright-protected works that they communicate to the public provided that they cooperate with rightsholders by: ● making best efforts to obtain the necessary authorization (i.e., a license); ● expeditiously taking down or disabling access to content upon receiving a sufficiently substantiated notice to do so by rightsholders (i.e., similar to the existing ‘notice and take-down’ requirements); ● making best efforts to prevent future uploads of content in respect of which they have received a notice from rightsholders pursuant to the previous requirement (i.e., a ‘notice and stay down’ requirement); and ● making best efforts, in accordance with high industry standards of professional diligence, to ensure the unavailability of specific works in respect of which rightsholders have provided the ‘relevant and necessary information.’ The article also extends any licenses granted to OCSSPs to their users, as long as those users are not acting “on a commercial basis.” Our increased use of artificial intelligence (AI), including generative AI, in our product offerings presents additional risks. For example, uncertain legal and regulatory treatment around the provision and use of such technologies, for example in the areas of privacy and intellectual property, may create increased and uncertain litigation exposure, the possibility of regulatory scrutiny, costly compliance requirements and limit or prohibit certain of our product offerings.

[No corresponding passage in the 2026 filing’s MD&A section.]

New laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new products, or an extension of our business into new areas could increase our future compliance costs, make our products and services less attractive to our users, introduce litigation exposure, or cause us to change or limit our business practices. [No corresponding passage in the 2025 filing.] We may incur substantial expenses to comply with laws and regulations or defend against a claim that we have not complied with them.

New laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new products, or an extension of our business into new areas could increase our future compliance costs, make our products and services less attractive to our users, introduce litigation exposure, or cause us to change or limit our business practices. Particular regulatory developments of note consist of the evolving regulatory landscape for AI, parts of the EU Artificial Intelligence Act now being in force, including provisions around prohibited AI and transparency requirements, new subscription rules in the UK which come into force in January 2027 and will provide additional rights to users in relation to subscriptions, including more notices regarding cancellation and rights to withdraw, which could lead to more churn, new rules impacting cybersecurity and data privacy, and emerging expansion of rules to protect children from certain digital services around the world. We may incur substantial expenses to comply with laws and regulations or defend against a claim that we have not complied with them.

[No corresponding passage in the 2025 filing’s Risk Factors section.]

If the Mergers are not completed, our ongoing business, financial condition, financial results and stock price could be materially adversely affected, and we would forego any benefit of completing the Mergers. Without realizing any of the benefits of having completed the Mergers, we will be subject to a number of risks, including the following: • the market price of our stock could decline to the extent that the current market price reflects a market assumption that the transaction will be completed; • we could owe Cintas a termination fee of $213,300,000 if the Merger Agreement were terminated under specified circumstances; • if the Merger Agreement is terminated and the UniFirst Board of Directors seeks another business combination, UniFirst shareholders cannot be certain that UniFirst will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms in the Merger Agreement; • time and resources committed by our management to matters relating to the Mergers could otherwise have been devoted to pursuing other beneficial opportunities; • we may experience negative reactions from the financial markets or from customers, suppliers or employees; • we will be required to pay our costs relating to the Mergers, such as legal, accounting, financial advisory and printing fees, whether or not the Mergers are completed; and • litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Merger Agreement. The materialization of any of these risks could adversely impact our ongoing business, financial condition, financial results and stock price.

[No corresponding passage in the 2025 filing’s Business section.]

1 Merger Agreement On March 10, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cintas Corporation (“Cintas”), Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas (“Merger Sub Inc.”), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas (“Merger Sub LLC”). Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the merger of the Company with and into Merger Sub Inc., each share of (i) our common stock, par value $0.10 per share, and (ii) our Class B common stock, par value $0.10 per share, (clauses (i) and (ii), our “Common Stock”) issued and outstanding immediately prior to the effective time of this merger (other than shares of our Common Stock held in our treasury or held directly by a subsidiary of the Company, Cintas, Merger Sub Inc. or Merger Sub LLC) will convert into the right to receive: $155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock (the “Merger Consideration”). No fractional shares of Cintas common stock will be issued in this merger, and holders of our Common Stock will receive cash in lieu of any fractional shares of Cintas common stock.

[No corresponding passage in the 2025 filing’s Risk Factors section.]

Cintas and UniFirst have been working cooperatively with the FTC and will continue to do so. Also, either Cintas or UniFirst may terminate the Merger Agreement (as defined in Note 1, “ Summary of Significant Accounting Policies ”) if the Mergers have not been consummated on or before 5:00 p.m. (New York, New York, United States time) on January 10, 2027 (or, in certain circumstances, as such date may be extended to May 10, 2027 or September 10, 2027 pursuant to the Merger Agreement), except that this right to terminate the Merger Agreement is not available to any party that has materially breached any of its obligations under the Merger Agreement if such breach has been the principal cause of or principally resulted in the failure of the closing to have occurred on or before such date. If the Mergers are not completed, our ongoing business, financial condition, financial results and stock price could be materially adversely affected, and we would forego any benefit of completing the Mergers.

This program represents a diversification of BriaCell’s pipeline into next-generation antibody modalities and underscores the Company’s leadership in immuno-oncology innovation. 19 License Agreements On August 4, 2022, BriaCell announced that it has secured an exclusive license from University of Maryland, Baltimore County (UMBC) to develop and commercialize Soluble CD80 (sCD80) as a biologic agent for the treatment of cancer. Under the terms of the agreement, BriaCell has the worldwide rights to develop and commercialize sCD80, while UMBC maintains ownership of the patents (the “UMBC Licensing Agreement”).

This program represents a diversification of BriaCell’s pipeline into next-generation antibody modalities and underscores the Company’s leadership in immuno-oncology innovation. On February 18, 2026, the Company and BriaPro, announced that we have entered into a definitive purchase agreement (the “ Purchase Agreement ”) pursuant to which BriaPro has agreed to purchase BriaCell’s exclusive license to develop and commercialize Soluble CD80 (“ sCD80 ”) as a biologic agent for the treatment of cancer and other associated assets (the “ Transaction ”). On October 6, 2026, BriaCell and BriaPro announced that four abstracts featuring preclinical research from their respective immunotherapy programs have been selected for poster presentations at the Society for Immunotherapy of Cancer (SITC) 41st Anniversary Annual Meeting, taking place November 4-8, 2026, in Phoenix, AZ.

Under the Nasdaq Excessive Reverse Stock Split Rule, if a company’s common shares fail to meet the minimum bid price requirement and the company has effected a reverse stock split within the prior one-year period, it will not be eligible for any compliance period to address a bid price deficiency. Accordingly, if our common shares fall out of compliance with the minimum bid requirement within a one-year period following our August 2025 share consolidation, we will be issued a delisting determination rather than being granted a compliance period. Under these circumstances, we could appeal the delisting determination to a Hearings Panel, during which time any suspension or delisting action will be stayed.

[No corresponding passage in the 2026 filing’s Risk Factors section.]

On March 29, 2024, BriaCell and the National Cancer Institute (NCI) filed an international patent application under the PCT directed to engineered mammalian dendritic cells that express exogenous MHC class II alleles for the development of innovative dendritic cell-based immunotherapeutic strategies. [No corresponding passage in the 2025 filing.] Soluble CD80 The patents held under UMBC Licensing Agreement are as follows: USPN 8,956,619 B2 USPN 9,650,429 B2 USPN 10,377,810 B2 Employees As of the date of this filing, we had twenty-two full-time employees, located in various US states including: NY, FL, PA, SC, NV and NJ.

On March 29, 2024, BriaCell and the National Cancer Institute (NCI) filed an international patent application under the PCT directed to engineered mammalian dendritic cells that express exogenous MHC class II alleles for the development of innovative dendritic cell-based immunotherapeutic strategies. Soluble CD80 The patents held under UMBC Licensing Agreement are as follows (recently tranferred form Briacell to BriaPro): USPN 8,956,619 B2 USPN 9,650,429 B2 USPN 10,377,810 B2 On February 6, 2025, BriaCell filed an international patent application under the PCT directed to whole-cell cancer vaccines expressing highly immunogenic post-translational modified antigens. The PCT application (PCT/US2025/014759) published on August 14, 2025 as International Publication No.

[No corresponding passage in the 2025 filing’s Risk Factors section.]

They do not apply to any other event of default under the notes, to any payment default occurring after October 23, 2026, including a failure to repay the notes at their extended maturity date, or to any failure to maintain the Reserved Amount after January 31, 2027. If an event of default not covered by the Global Amendment occurs and is not waived by Mast Hill, Mast Hill would be entitled to, among other remedies, accelerate all amounts outstanding under the Maintenance Note and the Master Note (including a default amount equal to the outstanding principal and accrued interest, multiplied by 150%), impose default interest at a rate of 16% per annum, and terminate the Maintenance Agreement. Termination of the Maintenance Agreement would eliminate the fee income that we have used to offset amounts owed under the tranches of the Master Note.

[No corresponding passage in the 2025 filing’s Risk Factors section.]

On October 23, 2026, we entered into a Global Amendment with Mast Hill (the “Global Amendment”) covering all four of our promissory notes held by Mast Hill, including each tranche funded under the Master Note. Under the Global Amendment, (i) the maturity date of each of the notes was extended to January 31, 2027; (ii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.1 or Section 3.2 of the notes that occurred on or before October 23, 2026, which includes our nonpayment of the August 2025 note at maturity and our failure to maintain the Reserved Amount; and (iii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.2 of the notes that may occur from October 23, 2026 through January 31, 2027 as a result of our failure to satisfy the Reserved Amount. The waivers are limited to the events of default described above.

Therefore, you should not place undue reliance on our forward-looking statements. You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements: · our limited operating history and lack of revenue, on which to evaluate our ability to achieve our business objective and projected cash needs and our expected future revenues, operations and expenditures; · our potential ability to obtain additional financing on favorable terms; · our public securities’ potential liquidity and trading; · the extent to which we acquire or invest in businesses, products, and technologies; the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices; · the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices; · our ability to successfully integrate our acquired products and technologies into our business, including the possibility that we will not fully realize the expected benefits of the transactions will not be fully realized by us or may take longer to realize than expected; · the safety and efficacy of our product candidates; · the progress and timing of clinical trials; · the costs, timing, and outcome of regulatory review of our product candidates; · the timing of submissions to, and decisions made by the U.S. Food and Drug Administration (“FDA”) and other regulatory agencies, related to our product candidates to the satisfaction of the FDA and such other regulatory agencies; · our ability to obtain, maintain and successfully enforce adequate patent and other intellectual property or regulatory exclusivity protection of our product candidates and the ability to operate our business without infringing on the intellectual property rights of others; · the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims; · the emergence of competing technologies and other adverse market developments; · changes in accounting standards; and · the other risks and uncertainties discussed herein and in our other filings with the SEC.

Therefore, you should not place undue reliance on our forward-looking statements. You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements: · our limited operating history and lack of revenue, on which to evaluate our ability to achieve our business objective and projected cash needs and our expected future revenues, operations and expenditures; · our potential ability to obtain additional financing on favorable terms; · the substantial doubt about our ability to continue as a going concern; · If we are unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations; · a substantial portion of our indebtedness is scheduled to mature in the near term, and we lack sufficient funds to satisfy these obligations; · the restructuring of our indebtedness or seeking relief under the U.S. Bankruptcy Code, either of which could result in substantial dilution to our existing stockholder’s or the loss of their entire investment; · our public securities’ potential liquidity and trading; · the extent to which we acquire or invest in businesses, products, and technologies; the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices; · the costs, timing, and outcome of regulatory review of our product candidates; 35 · the timing of submissions to, and decisions made by the U.S.