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): May 15, 2025
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.) |
15West 38th St., 12th Fl
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, par value $0.001 per share | VRAR | The<br> Nasdaq Stock Market LLC |
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 May 15, 2025, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its quarter ended March 31, 2025 (“Q3 FY ‘25”). A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item7.01 Regulation FD Disclosure.
As disclosed in the Release, on May 15, 2025, at 9:00 a.m. EDT/6:00 a.m. PDT, the Company will host a conference call to discuss its financial results for Q3 FY ‘25 (https://www.webcaster4.com/Webcast/Page/2934/52387 or USA Dial In: 888-506-0062, participant code 633925). A playback of the webcast will be available through May 15, 2026. A replay of the teleconference will be available through May 29, 2025 (USA: 877-481-4010 or International: 919-882-2331; Replay Passcode: 52387).
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it 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.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated May 15, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 15, 2025
| THE GLIMPSE GROUP, INC. | |
|---|---|
| By: | /s/ Lyron Bentovim |
| Lyron<br> Bentovim | |
| Chief<br> Executive Officer |
Exhibit 99.1
TheGlimpse Group Reports Q3 Fiscal Year 2025 Financial Results
ReaffirmRevenues and Second Consecutive Quarter of Positive Cash Flow
NEW YORK, NY, May 15, 2025 - The Glimpse Group, Inc. (“Glimpse”) (NASDAQ: VRAR; FSE: 9DR), a diversified Immersive Technology platform company providing enterprise-focused Virtual Reality (“VR”), Augmented Reality (“AR”) and Spatial Computing software and services, provided financial results for its third quarter fiscal year 2025, ended March 31, 2025 (“Q3 FY ‘25”).
BusinessCommentary by President & CEO Lyron Bentovim
FinancialSummary:
| ● | Q3<br> FY ‘25 revenue of approximately $1.4 million, a 25% decrease compared to Q3<br> FY ‘24 (ending March 31, 2024) revenue of approximately $1.9 million. This expected<br> and previously discussed decrease was primarily driven by revenue recognition timing. |
|---|---|
| ● | Q4<br> FY ‘25 (ending June 30, 2025) revenue is expected to be in the $3.2-3.8 million range and profitable, as we deliver and recognize the final stage of the large Department<br> of Defense (“DoD”) entity’s contract for Spatial Core. |
| ● | Last<br> week, we received official confirmation for a new seven-figure Spatial Core deal,<br> which we expect will be signed in the coming weeks. While the U.S. Government’s Continuing<br> Resolution and the lack of a Federal budget for 2025 has delayed the potential awarding of<br> multiple Government and DoD opportunities, we continue to be well positioned for multiple<br> opportunities and expect to confirm a few additional seven-figure Spatial Core opportunities<br> in the coming months. |
| ● | Revenue<br> for the nine months ended March 31, 2025 was approximately $7 million, essentially flat compared<br> to the same nine month period last year, despite divesting and consolidating multiple<br> subsidiary companies. For FY ‘25 (ending June 30, 2025), we expect revenues in<br> the $10-11 million range, a 15-25% increase from FY ‘24. |
| ● | Gross<br> Margin for Q3 FY ‘25 was approximately 72% compared to 70% for Q3 FY ‘24. We<br> expect our going forward Gross Margin to continue to be in the 65-75% range, an<br> increase from our previous guidance due to a larger portion of revenue coming from Spatial<br> Core and software license sales. |
| ● | Net<br> Operating Cash provided from Operations in Q3 FY ‘25 was a positive cash gain of approximately<br> $0.13 million, compared to a Net Operating Cash loss of approximately -$0.92 million<br> for Q3 FY ‘24. This is our second consecutive positive quarter. Net Operating<br> Cash loss from Operations in the nine month period FY ‘25 was approximately -$0.13<br> million, compared to approximately -$4.3 million for the same nine month period last year<br> despite having a similar level of revenue for the period. This turnaround reflects our significant<br> reorganization efforts, cost reductions and maintenance of high gross margins. |
| ● | The<br> Company’s cash and equivalent position as of March 31, 2025 was approximately $7.0<br> million, with an additional $0.65 million in accounts receivable. We continue to maintain<br> a clean capital structure with no debt, no convertible debt and no preferred equity. |
| ● | For<br> the full details of our financial results, please refer to our 10Q filed on 5/15/25. |
| ● | In<br> light of the strong traction in Spatial Core’s AI and Cloud driven revenues, a deep<br> pipeline of revenues across our businesses, our position in the Immersive industry, tier<br> 1 customer base, positive cash flow, cash balance and clean balance sheet we believe<br> that there continues to be a sharp disconnect between our intrinsic value and our current<br> public company valuation - both stand alone and versus our public and private comps. As such,<br> we may seek to utilize our untapped $2 million common share buyback plan in order to protect<br> our stock if circumstances warrant its utilization. |
RecentBusiness Updates:
| ● | BLI<br> is expected to deliver its $4 million+ Department of Defense (“DoD”) contract<br> this month, which would represent a foundational achievement as well as positioning Spatial<br> Core as an Operating System for spatial computing integrating AI into 3D environments –<br> digital twins, drones, robotics, etc. |
|---|---|
| ● | During<br> the quarter, BLI successfully delivered to the US Navy its first full motion Immersive Simulator<br> System. This milestone marks a significant achievement in the adaptation of immersive technologies<br> to enhance the capabilities, effectiveness, and safety of the US Military Services, setting<br> the ground for potential follow-on contracts. |
| ● | Foretell<br> Reality entered into several contracts for its AI driven immersive training product. |
| ● | Sector<br> 5 Digital entered into follow-on agreements with Halliburton, Ecolab, Galderma, Walmart and<br> AT&T. |
| ● | Glimpse<br> Lenses’ Snap revenues grew significantly from the prior quarter and is tracking<br> well. |
| ● | Glimpse<br> Learning entered into multiple software license contracts in the healthcare and educational<br> segments. |
Q3Fiscal Year 2025 Conference Call and Webcast
Date: Thursday, May 15, 2025
Time: 9:00 a.m. Eastern time
USA Dial In: 888-506-0062
International: 973-528-0011
Participant Access Code: 633925
Webcast: https://www.webcaster4.com/Webcast/Page/2934/52387
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
A playback of the webcast will be available through Friday, May 15, 2026. A replay of the teleconference will be available through Thursday, May 29, 2025. To listen, please call USA: 877-481-4010 or International: 919-882-2331; Replay Passcode: 52387. A webcast will also be available on the IR section of The Glimpse Group website (ir.theglimpsegroup.com) 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 Immersive technology platform company, providing enterprise-focused Virtual Reality, Augmented Reality and Spatial Computing software & services. Glimpse’s unique business model builds scale and a robust ecosystem, while simultaneously providing investors an opportunity to invest directly into this emerging 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 may contain certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements, if provided, are based on information available to the Company 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, if provided, include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “view,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts, if provided, are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, any forecasts, if provided, 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
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
| As of<br> June 30, 2024 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Cash and cash equivalents | 7,058,020 | $ | 1,848,295 | ||
| Accounts receivable | 652,118 | 723,032 | |||
| Deferred costs/contract assets | 605,562 | 170,781 | |||
| Notes receivable | 93,600 | - | |||
| Prepaid expenses and other current assets | 579,264 | 778,181 | |||
| Total current assets | 8,988,564 | 3,520,289 | |||
| Equipment and leasehold improvements, net | 70,975 | 167,325 | |||
| Right-of-use assets, net | 155,238 | 452,808 | |||
| Intangible assets, net | 161,253 | 487,867 | |||
| Goodwill | 10,857,600 | 10,857,600 | |||
| Other assets | 11,100 | 72,714 | |||
| Total assets | 20,244,730 | $ | 15,558,603 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 52,806 | $ | 181,668 | ||
| Accrued liabilities | 780,330 | 340,979 | |||
| Deferred revenue/contract liabilities | 1,047,673 | 72,788 | |||
| Lease liabilities, current portion | 147,900 | 364,688 | |||
| Contingent consideration for acquisitions, current portion | 1,468,663 | 1,467,475 | |||
| Total current liabilities | 3,497,372 | 2,427,598 | |||
| Long term liabilities | |||||
| Contingent consideration for acquisitions, net of current portion | - | 1,413,696 | |||
| Lease liabilities, net of current portion | 19,451 | 178,824 | |||
| Total liabilities | 3,516,823 | 4,020,118 | |||
| Commitments and contingencies | |||||
| Stockholders’ Equity | |||||
| 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; 21,043,756 and 18,158,217 issued and outstanding, respectively | 21,044 | 18,158 | |||
| Additional paid-in capital | 82,236,658 | 74,559,600 | |||
| Accumulated deficit | (65,529,795 | ) | (63,039,273 | ) | |
| Total stockholders’ equity | 16,727,907 | 11,538,485 | |||
| Total liabilities and stockholders’ equity | 20,244,730 | $ | 15,558,603 |
All values are in US Dollars.
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | March 31 | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | ||||||||||||
| Software services | $ | 1,283,287 | $ | 1,466,397 | $ | 6,641,652 | $ | 6,510,740 | ||||
| Software license/software as a service | 138,948 | 429,246 | 387,886 | 566,208 | ||||||||
| Total Revenue | 1,422,235 | 1,895,643 | 7,029,538 | 7,076,948 | ||||||||
| Cost of goods sold | 402,209 | 569,461 | 2,061,519 | 2,406,479 | ||||||||
| Gross Profit | 1,020,026 | 1,326,182 | 4,968,019 | 4,670,469 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 829,815 | 1,136,848 | 2,610,038 | 4,209,518 | ||||||||
| General and administrative expenses | 1,165,187 | 1,233,904 | 2,947,847 | 3,375,140 | ||||||||
| Sales and marketing expenses | 483,138 | 559,681 | 1,606,236 | 2,138,539 | ||||||||
| Amortization of acquisition intangible assets | 100,537 | 291,036 | 326,614 | 950,192 | ||||||||
| Goodwill impairment | - | - | - | 379,038 | ||||||||
| Intangible asset impairment | - | - | - | 522,166 | ||||||||
| Change in fair value of acquisition contingent consideration | 26,012 | (291,980 | ) | 87,492 | (4,317,524 | ) | ||||||
| Total operating expenses | 2,604,689 | 2,929,489 | 7,578,227 | 7,257,069 | ||||||||
| Loss from operations before other income | (1,584,663 | ) | (1,603,307 | ) | (2,610,208 | ) | (2,586,600 | ) | ||||
| Other income | ||||||||||||
| Interest income | 82,461 | 61,051 | 119,686 | 186,534 | ||||||||
| Net loss | $ | (1,502,202 | ) | $ | (1,542,256 | ) | $ | (2,490,522 | ) | $ | (2,400,066 | ) |
| Basic and diluted net loss per share | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.13 | ) | $ | (0.15 | ) |
| Weighted-average common shares outstanding for basic and diluted net loss per share | 20,999,445 | 17,195,322 | 19,161,661 | 16,194,523 |
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (2,490,522 | ) | $ | (2,400,066 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Amortization and depreciation | 390,467 | 1,040,759 | ||||
| Common stock and stock option based compensation for employees and board of directors | 715,545 | 1,742,126 | ||||
| Net gain on divestiture of subsidiaries | (1,392,434 | ) | (1,000,000 | ) | ||
| Reserve on note received in connection with divestiture of subsidiaries | 1,500,000 | 1,000,000 | ||||
| Gain on office lease termination | (34,660 | ) | - | |||
| Accrued non cash performance bonus fair value adjustment | - | (551,236 | ) | |||
| Acquisition contingent consideration fair value adjustment | 87,492 | (4,317,524 | ) | |||
| Impairment of intangible assets | - | 901,204 | ||||
| Issuance of common stock to vendors | 3,087 | 88,472 | ||||
| Adjustment to operating lease right-of-use assets and liabilities | (43,605 | ) | (99,144 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 70,914 | 478,598 | ||||
| Deferred costs/contract assets | (434,781 | ) | 86,347 | |||
| Loans receivable | (9,600 | ) | - | |||
| Prepaid expenses and other current assets | 198,917 | (251,030 | ) | |||
| Other assets | 5,349 | (1,506 | ) | |||
| Accounts payable | (128,862 | ) | (214,705 | ) | ||
| Accrued liabilities | 442,496 | (388,644 | ) | |||
| Deferred revenue/contract liabilities | 994,063 | (396,546 | ) | |||
| Net cash used in operating activities | (126,134 | ) | (4,282,895 | ) | ||
| Cash flow used in investing activities: | ||||||
| Purchase of leasehold improvements and equipment | (41,453 | ) | (19,346 | ) | ||
| Payment of contingent consideration for acquisition | (1,500,000 | ) | - | |||
| Cash used in investing activities | (1,541,453 | ) | (19,346 | ) | ||
| Cash flows provided by financing activities: | ||||||
| Proceeds from securities purchase agreement, net | 6,785,552 | 2,968,501 | ||||
| Proceeds from exercise of warrants | 175,760 | - | ||||
| Issuance of note receivable | (84,000 | ) | - | |||
| Net cash provided by financing activities | 6,877,312 | 2,968,501 | ||||
| Net change in cash and cash equivalents | 5,209,725 | (1,333,740 | ) | |||
| Cash and cash equivalents, beginning of year | 1,848,295 | 5,619,083 | ||||
| Cash and cash equivalents, end of period | $ | 7,058,020 | $ | 4,285,343 | ||
| Non-cash Investing and Financing activities: | ||||||
| Issuance of common stock for satisfaction of contingent liability | $ | - | $ | 974,647 | ||
| Issuance of common stock for non cash performance bonus | $ | - | $ | 490,360 | ||
| Lease liabilities arising from right-of-use assets | $ | 20,344 | $ | 113,182 |
The following table presents a reconciliation of net loss to Adjusted EBITDA for the three and nine months ended March 31, 2025 and 2024:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in millions) | (in millions) | |||||||||||
| Net loss | $ | (1.50 | ) | $ | (1.54 | ) | $ | (2.49 | ) | $ | (2.40 | ) |
| Depreciation and amortization | 0.12 | 0.32 | 0.39 | 1.04 | ||||||||
| EBITDA loss | (1.38 | ) | (1.22 | ) | (2.10 | ) | (1.36 | ) | ||||
| Stock based compensation expenses | 0.31 | 0.62 | 0.71 | 1.83 | ||||||||
| Loss on subsidiary divestiture | - | - | 0.11 | - | ||||||||
| Gain on office lease termination | - | - | (0.03 | ) | - | |||||||
| Non cash change in fair value of acquisition contingent consideration | 0.03 | (0.29 | ) | 0.09 | (4.32 | ) | ||||||
| Intangible asset and goodwill impairment | - | - | - | 0.90 | ||||||||
| Non cash change in fair value of accrued performance bonus | - | - | - | (0.55 | ) | |||||||
| Adjusted EBITDA loss | $ | (1.04 | ) | $ | (0.89 | ) | $ | (1.22 | ) | $ | (3.50 | ) |