Item 4.01. Changes in Registrant’s Certifying
Accountant
(a) Dismissal of Independent Registered
Public Accounting Firm.
On February 7, 2023, Zedge, Inc. (the “Company”)
dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, at the recommendation
of the Audit Committee of the Company’s Board of Directors.
Marcum was engaged as the Company’s independent
registered public accounting firm on November 28, 2022, following its combination with the Company’s then-current independent registered
public accounting firm, Friedman LLP (“Friedman”). The report of Friedman on the Company’s consolidated financial statements
for the fiscal year ended July 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles. Neither Marcum nor Friedman issued a report on the Company’s consolidated
financial statements for the fiscal year ended July 31, 2021, as neither of them were engaged until after that audit was completed.
During the fiscal year ended July 31, 2022, and through
February 7, 2023, there were no disagreements, as defined in Item 304 of Regulation S-K, with Friedman or Marcum on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the firm that was engaged during the relevant period, would have caused such firm to make reference to the subject
matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such period, and
there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
We provided Marcum with a copy of the above disclosure
and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”)
stating whether or not it agrees with the statements made by the Company above. A copy of Marcum’s letter dated
February 9, 2023 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public
Accounting Firm.
On February 7, 2023, the Company appointed UHY LLP
(“UHY”) to serve as the Company’s independent registered public accounting firm for the remainder of fiscal 2023. The
decision to engage UHY was approved by the Audit Committee of the Company’s Board of Directors and was made after an extensive search
and evaluation process.
During the fiscal years ended July 31, 2022 and July 31, 2021, and the
subsequent interim period through February 7, 2023, neither the Company nor anyone acting on its behalf has consulted with UHY regarding
(i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company’s consolidated financial statements and neither a written report nor oral advice was provided
to the Company that UHY concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in
Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.