8-K
Glimpse Group, Inc. (GGRP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2021
THE
GLIMPSE GROUP, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-40556 | 81-2958271 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
15 West 38th St., 9thFl
NewYork, NY 10018
(Address of principal executive offices) (Zip Code)
(917)-292-2685
(Registrant’s telephone number, including area code)
NotApplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock | VRAR | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM2.02 Results of Operations and Financial Condition
On September 28, 2021, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing certain results for the fiscal year ended June 30, 2021. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item7.01 Regulation FD Disclosure.
As disclosed in the Release, on September 28, 2021, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its year ended June 30, 2021 financial results. The webcast of the conference call will be archived on the Company’s website for approximately 90 days.
The information under this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item9.01 Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated September 28, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 28, 2021
| THE GLIMPSE GROUP, INC. | |
|---|---|
| By: | /s/ Lyron Bentovim |
| Lyron Bentovim | |
| Chief<br> Executive Officer |
Exhibit99.1
TheGlimpse Group Reports Fiscal Year 2021 Financial Results
FiscalYear 2021 Total Revenues Grow 76% Organically; Core Software & Services Revenue Grow 239% Organically
NEWYORK, September 28, 2021 — The Glimpse Group, Inc. (NASDAQ: VRAR) (“Glimpse,” “The Glimpse Group” or the “Company”), a diversified Virtual Reality and Augmented Reality (“VR” and “AR”) platform company providing enterprise-focused VR and AR software & services solutions, provided financial results for its fiscal year ended June 30, 2021 (“FY ‘21”).
ManagementCommentary
“Our 5^th^ year of operations was a pivotal year for Glimpse as we became, to our knowledge, the first and only Nasdaq listed, pure play, diversified AR/VR software and services company following our successful $14.1 million initial public offering on July 1, 2021,” said Lyron Bentovim, President and CEO of The Glimpse Group. “In the face of the pandemic, we achieved impressive organic revenue growth across all of our lines of business and have a growing list of top tier customers across industries. We are particularly encouraged by our core VR/AR software and services revenues which grew by 239% year-over-year. In an emerging industry, these are a testimony to the strength of our ecosystem and innovative subsidiary companies, which continue to establish themselves in diverse industry sectors.”
Mr. Bentovim continued: “As detailed in the table below, we have a very clean and strong balance sheet, with no convertible debt or preferred equity outstanding, and no material cash obligations. In addition, we strive to run the Company efficiently as demonstrated by our improving EBITDA and Cash Flow from Operations. As large stakeholders in the Company, Management is well aligned with Glimpse’s shareholder base at large and is strongly committed and incentivized to maximizing shareholder value.”
| As Reported at <br> June 30, 2021 | Proforma for IPO | ||||
|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 1,771,929 | $ | 13,728,429 | |
| Other current assets | 1,406,939 | 833,296 | |||
| Equipment, net | 42,172 | 42,172 | |||
| Total assets | $ | 3,221,040 | $ | 14,603,897 | |
| Total current liabilities | $ | 2,339,037 | $ | 2,004,037 | |
| Convertible promissory notes, net | 1,429,953 | - | |||
| Other long term liability | 623,828 | 623,828 | |||
| Total liabilities | 4,392,818 | 2,627,865 | |||
| Total stockholders’ equity (deficit) | (1,171,778 | ) | 11,976,032 | ||
| Total liabilities and stockholders’ equity (deficit) | $ | 3,221,040 | $ | 14,603,897 |
“Smart, value add, accretive acquisitions are a core part of our growth strategy, which we continued to execute on with the recent acquisition of Auggd, our tenth subsidiary company. Auggd ushers us into the architecture, engineering and construction (AEC) AR software and services vertical while also establishing an operating footprint for Glimpse in Australia. During the fiscal year, we also established a world class 3D/photogrammetry development center in Turkey, which now serves as our base for creating high resolution, life-like 3D digital models which are then utilized by QReal and additional subsidiary companies in their relationships with leading global brands and social media platforms as well as for their products”.
“IP and patents are an integral part of our strategy, and in FY ’21 we were issued two (2) new U.S. patents. One (1) additional patent issued soon thereafter (for four (4) U.S. Patents in total so far), with nine (9) additional filed U.S. patents in process and others in various stages of formation. Lastly, we added two independent directors to our board of directors with extensive operating, technology and investing experience, demonstrating our continued commitment to strong corporate governance.”
Bentovim concluded: “As we look ahead, we expect to continue our rapid organic revenue growth while making additional opportune and accretive acquisitions that will propel us forward and build scale in the nascent AR and VR industry. In line with this, we expect our Q1 FY ’22 (July-September ’21) revenues will be significantly higher than those of the same quarter the prior year. As this industry continues to develop, we remain poised for steady execution of our long-term growth strategy of becoming a premier, enterprise focused, software and services player in the space. In parallel, we believe that Glimpse is positioned to play an enabling role in the development of the Metaverse as it evolves from its current mostly conceptual form to a business reality, and as other emerging technologies (AI, Computer Vision, Blockchain) potentially coalesce together with VR and AR over time.
Recent,post FY ’21, Company Highlights:
| ● | Completed<br> $14.1 million Initial Public Offering and listing on the Nasdaq Capital Market under the<br> symbol “VRAR;” |
|---|---|
| ● | Announced<br> a Preferred AR partnership with Snap; |
| ● | Renewed<br> several software and services contracts, and added new ones, across the subsidiary company<br> base; |
| --- | --- |
| ● | Closed<br> on an accretive acquisition of our tenth subsidiary company, Auggd, an AR software<br> and services company in the AEC industry, and established Glimpse Australia; |
| ● | Issued<br> fourth U.S. patent for the sharing, processing and streaming of user-generated content across<br> numerous capture and viewing devices; |
| ● | Launched<br> an internal initiative to develop and incorporate NFT (Non-Fungible Token) technologies into<br> some of our VR and AR software solutions; and |
| ● | Appointed<br> Alexander Ruckdaeschel, a former long-time Director at Vuzix, to the Board of Directors |
FY‘21 Financial Summary:
| ● | Total<br> revenue for the year ended June 30, 2021, was approximately $3.42 million compared to approximately<br> $1.95 million for the year ended June 30, 2020, an increase of approximately 76%, and higher<br> than our initial estimate of approximately $3.25 million pre-announced in July 2021. This<br> growth was achieved despite significant COVID-19 related challenges and is due to the addition<br> of new customers and increased business with existing customers. |
|---|---|
| ● | For<br> the year ended June 30, 2021, core software and services revenue (i.e. VR/AR software and<br> services revenue excluding projects), was approximately $1.73 million compared to approximately<br> $0.51 million for the year ended June 30, 2020, an increase of approximately 239%. |
| ● | For<br> the year ended June 30, 2021, gross profit margin was approximately 57%, compared to a gross<br> profit margin of approximately of approximately 42% for the year ended June 30, 2020. The<br> increase in gross profit margin was primarily due to an increase in services and Software<br> License revenue, improved project management and higher utilization of internal staff. Our<br> cash-based gross profit margin, excluding stock option-based cost of revenue expenses, was<br> approximately 74% for the year ended June 30, 2021 compared to approximately 53% for the<br> year ended June 30, 2020. |
| ● | Operating<br> expenses for the year ended June 30, 2021, were approximately $6.67 million compared to $5.73<br> million for the year ended June 30, 2020, an increase of approximately 16%. |
| ● | For<br> the year ended June 30, 2021, net loss from operations was approximately $4.71 million compared<br> to a net loss of approximately $4.92 million for the year ended June 30, 2020, an improvement<br> of approximately 4% period-to-period. |
| ● | Net<br> loss for the year ended June 30, 2021, was $6.09 million, an increase of 22% when compared<br> to a net loss of approximately $4.99 million for the year ended June 30, 2020, primarily<br> driven by an increase in one-time expenses related to our IPO. |
| ● | Net<br> cash used in operating activities for the year ended June 30, 2021 was approximately $1.21<br> million, compared to approximately $2.02 million for the year ended June 30, 2020, an improvement<br> of approximately 40%. |
| ● | Fiscal<br> Year 2021 Adjusted EBITDA loss, a non-GAAP measure, improved by $0.47 million to $1.51 million,<br> an improvement of 24% from $1.98 million in Fiscal Year 2020. |
| ● | The<br> Company’s cash position was approximately $13.0 million as of July 1^st^ following<br> the IPO, with no convertible debt, preferred equity or material cash obligations. |
| ● | Net<br> operating loss carryforwards (NOL) of approximately $11.3 million. |
FiscalYear 2021 Conference Call and Webcast
Date: Tuesday, September 28, 2021
Time: 4:30 p.m. Eastern time
US Dial In**:** 1-877-407-9039
International Dial In**:** 1-201-689-8470
Conference ID: 13723403
Webcast: VRAR Financial Results Webcast
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
A playback of the call will be available through December 28, 2021. To listen, call 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and enter replay pin number 13723403. A webcast will also be available for 90 days on the IR section of The Glimpse Group website or by clicking the webcast link above
Noteabout Non-GAAP Financial Measures
A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
In addition to financial results presented in accordance with GAAP, this press release presents adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is determined by taking net loss and adding interest, taxes, depreciation, amortization and stock-based compensation expenses. The company believes that this non-GAAP measure, viewed in addition to and not in lieu of net loss, provides useful information to investors by providing a more focused measure of operating results. This metric is an integral part of the Company’s internal reporting to evaluate its operations and the performance of senior management. A reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measure, is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.
AboutThe Glimpse Group, Inc.
The Glimpse Group (NASDAQ: VRAR) is a diversified Virtual and Augmented Reality platform company, comprised of multiple VR and AR software & services companies, and designed with the specific purpose of cultivating companies in the emerging VR/AR industry. Glimpse’s unique business model simplifies challenges faced by VR/AR companies and creates a robust ecosystem, while simultaneously providing investors an opportunity to invest directly into the emerging VR/AR industry via a diversified platform. For more information on The Glimpse Group, please visit www.theglimpsegroup.com
SafeHarbor Statement
This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This press release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts are provided by management in this release are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, the forecasts are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
CompanyContact:
Maydan Rothblum
CFO & COO
The Glimpse Group, Inc.
(917) 292-2685
maydan@theglimpsegroup.com
InvestorRelations:
Mark Schwalenberg, CFA
Director
MZ Group – North America
312-261-6430
Glimpse@mzgroup.us
www.mzgroup.us
THEGLIMPSE GROUP, INC.
CONSOLIDATEDBALANCE SHEETS
| As of <br> June 30, 2020 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash and cash equivalents | 1,771,929 | $ | 1,034,846 | ||
| Accounts receivable | 626,244 | 214,673 | |||
| Deferred costs | 29,512 | 237,745 | |||
| Pre-offering costs | 470,136 | - | |||
| Prepaid expenses and other current assets | 281,047 | 468,747 | |||
| Total current assets | 3,178,868 | 1,956,011 | |||
| Equipment, net | 42,172 | 41,224 | |||
| Total assets | 3,221,040 | $ | 1,997,235 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Accounts payable | 381,510 | $ | 121,508 | ||
| Accrued liabilities | 168,745 | 118,634 | |||
| Accrued bonuses | 440,357 | - | |||
| Accrued legacy acquisition expense | 1,250,000 | - | |||
| Deferred revenue | 98,425 | 330,362 | |||
| Total current liabilities | 2,339,037 | 570,504 | |||
| Long term liabilities | |||||
| Paycheck Protection Program (PPP 1) loan | - | 548,885 | |||
| Paycheck Protection Program (PPP 2) loan | 623,828 | - | |||
| Convertible promissory notes, net | 1,429,953 | 1,183,535 | |||
| Total liabilities | 4,392,818 | 2,302,924 | |||
| Commitments and contingencies | |||||
| Stockholders’ Deficit | |||||
| Preferred Stock, par value 0.001 per share, 20 million shares authorized; 0 shares issued and outstanding | - | - | |||
| Common Stock, par value 0.001 per share, 300 million shares authorized; 7,579,285 and 7,035,771 issued and outstanding | 7,580 | 7,036 | |||
| Additional paid-in capital | 20,936,050 | 15,710,996 | |||
| Accumulated deficit | (22,115,408 | ) | (16,023,721 | ) | |
| Total stockholders’ deficit | (1,171,778 | ) | (305,689 | ) | |
| Total liabilities and stockholders’ deficit | 3,221,040 | $ | 1,997,235 |
All values are in US Dollars.
THEGLIMPSE GROUP, INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
| For the Year Ended | For the Year Ended | |||||
|---|---|---|---|---|---|---|
| June 30, 2021 | June 30, 2020 | |||||
| Revenue | ||||||
| Software services | $ | 3,082,528 | $ | 1,777,447 | ||
| Software license/software as a service | 338,967 | 167,868 | ||||
| Total Revenue | 3,421,495 | 1,945,315 | ||||
| Cost of goods sold | 1,461,210 | 1,137,193 | ||||
| Gross Profit | 1,960,285 | 808,122 | ||||
| Operating expenses: | ||||||
| Research and development expenses | 3,183,055 | 2,430,752 | ||||
| General and administrative expenses | 2,220,811 | 1,835,147 | ||||
| Sales and marketing expenses | 1,267,088 | 1,462,701 | ||||
| Total operating expenses | 6,670,954 | 5,728,600 | ||||
| Net loss from operations before other income (expense) | (4,710,669 | ) | (4,920,478 | ) | ||
| Other income (expense) | ||||||
| Forgiveness of Paycheck Protection Program (PPP1) loan | 548,885 | - | ||||
| Other income | 10,000 | - | ||||
| Interest income | 6,202 | 8,583 | ||||
| Interest expense | (180,641 | ) | (81,455 | ) | ||
| Loss on conversion of convertible notes | (515,464 | ) | - | |||
| Legacy acquisition expense | (1,250,000 | ) | - | |||
| Total other expense, net | (1,381,018 | ) | (72,872 | ) | ||
| Net Loss | $ | (6,091,687 | ) | $ | (4,993,350 | ) |
| Basic and diluted net loss per share | $ | (0.84 | ) | $ | (0.72 | ) |
| Weighted-average shares used to compute basic and diluted net loss per share | 7,259,249 | 6,923,506 |
THEGLIMPSE GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended <br> June 30, 2021 | For the Year Ended <br> June 30, 2020 | |||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||
| Net loss | $ | (6,091,687 | ) | $ | (4,993,350 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | 27,054 | 20,222 | ||||
| Amortization of paid-in kind common stock interest on convertible notes | 180,642 | 81,456 | ||||
| Impairment of goodwill | - | 139,754 | ||||
| Stock option based compensation for employees and board of directors | 2,945,487 | 2,550,521 | ||||
| Issuance of common stock to vendors as compensation | 134,416 | 101,499 | ||||
| Issuance of common stock to employees to satisfy contingent liability | 92,765 | 91,755 | ||||
| Issuance of common stock for additional cost to satisfy contingent liability | 20,217 | 39,311 | ||||
| Loss on conversion of convertible notes | 515,464 | - | ||||
| Forgiveness of Paycheck Protection Program (PPP 1) loan | (548,885 | ) | - | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (411,571 | ) | (86,805 | ) | ||
| Prepaid expenses and other current assets | (25,933 | ) | (52,058 | ) | ||
| Deferred costs | 136,925 | 14,164 | ||||
| Accounts payable | 260,002 | 79,183 | ||||
| Accrued liabilities | 97,068 | (72,360 | ) | |||
| Accrued bonus | 440,357 | - | ||||
| Accrued legacy acquisition expense | 1,250,000 | - | ||||
| Deferred revenue | (231,937 | ) | 62,433 | |||
| Net cash used in operating activities | (1,209,616 | ) | (2,024,275 | ) | ||
| Cash flow from investing activities: | ||||||
| Purchases of equipment | (28,003 | ) | (32,660 | ) | ||
| Net cash used in investing activities | (28,003 | ) | (32,660 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from Paycheck Protection Program (PPP 1) loan | - | 548,885 | ||||
| Proceeds from Paycheck Protection Program (PPP 2) loan | 623,828 | - | ||||
| Proceeds from convertible promissory notes 1 | - | 1,332,500 | ||||
| Proceeds from convertible promissory notes 2 | 1,475,000 | - | ||||
| Proceeds from issuance of common equity to investors | 346,010 | 7,000 | ||||
| Pre-offering costs incurred | (470,136 | ) | - | |||
| Net cash provided by financing activities | 1,974,702 | 1,888,385 | ||||
| Net change in cash and cash equivalents | 737,083 | (168,550 | ) | |||
| Cash and cash equivalents, beginning of year | 1,034,846 | 1,203,396 | ||||
| Cash and cash equivalents, end of period | $ | 1,771,929 | $ | 1,034,846 | ||
| Non-cash Investing and Financing activities: | ||||||
| Conversion of convertible promissory notes 1 into common stock | $ | 1,487,059 | $ | - | ||
| Forgiveness of Paycheck Protection Program (PPP 1) loan | $ | 548,885 | $ | - | ||
| Common stock issued to convertible Note 2 holders as additional consideration | $ | 192,347 | $ | - | ||
| Common stock issued to convertible Note 1 holders as additional consideration | $ | - | $ | 173,771 | ||
| Common stock issued for interest paid-in kind on convertible notes | $ | 147,471 | $ | 257,894 | ||
| Issuance of common stock for satisfaction of contingent liability | $ | 46,958 | $ | 87,400 |
Thefollowing table presents a reconciliation of net loss to Adjusted EBITDA for the years ended June 30, 2021 and 2020 (in $MM):
| For the Year Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2021 | 2020 | |||||
| (in millions) | ||||||
| Net loss | $ | (6.09 | ) | $ | (4.99 | ) |
| Interest expense, net | 0.17 | 0.07 | ||||
| Depreciation and amortization | 0.03 | 0.02 | ||||
| EBITDA (loss) | (5.89 | ) | (4.90 | ) | ||
| Forgiveness of PPP1 Loan and other | (0.56 | ) | - | |||
| Stock based compensation expenses | 3.08 | 2.66 | ||||
| Stock based financing related expenses | 0.52 | - | ||||
| Stock based acquisition related expenses | 1.35 | 0.12 | ||||
| Goodwill impairment | - | 0.14 | ||||
| Adjusted EBITDA (loss) | $ | (1.50 | ) | $ | (1.98 | ) |