8-K

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): November 14, 2022

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., 9th 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	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. ☐

ITEM 2.02	Results of Operations and Financial Condition

On November 14, 2022, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its fiscal first quarter ended September 30, 2022. 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.

Item 7.01	Regulation FD Disclosure.

As disclosed in the Release, on November 14, 2022, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its financial results for its fiscal first quarter ended September 30, 2022. 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.

Item 9.01	Exhibits
Exhibit No.	Description
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99.1	Press Release dated November 14, 2022
104	Cover<br> Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags<br> are 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: November 14, 2022

THE GLIMPSE GROUP, INC.
By:	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief<br> Executive Officer

Exhibit 99.1

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TheGlimpse Group Reports Record Fiscal First Quarter 2023 Financial Results

FiscalFirst Quarter FY 2023 Total Revenues Grew by 287% Year-over-Year to a Record of Approximately $4.0 million; Committed to ReachingCash Flow Neutrality From Existing Operations in CY ‘23

NEWYORK, November 14, 2022 — The Glimpse Group, Inc. (NASDAQ: VRAR, FSE: 9DR) (“Glimpse” or the “Company”), a diversified Virtual Reality and Augmented Reality (“VR” and “AR”) platform company providing enterprise-focused VR and AR software & services immersive technology solutions, provided financial results for its fiscal first quarter ended September 30, 2022 (“Q1 FY’23”).

BusinessCommentary by President & CEO Lyron Bentovim

Q1FY ‘23 (July – September ‘22) was highlighted by:

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●	Record<br> Q1 FY’23 quarterly revenue of approximately $4.0 million, a 287% increase compared<br> to Q1 FY’22 revenues of approximately $1.0 million, and a 58% increase compared to<br> Q4 FY ‘22, in which we had our prior record quarterly revenue of approximately $2.5<br> million.
●	Record<br> Q1 FY’23 Core Software & Services revenue, which excludes project revenue, of approximately<br> $1.28 million, an increase of 49% compared to Q1 FY’22.
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●	The<br> Q1 FY’23 results include two months of Brightline Interactive (“BLI”) financials,<br> the acquisition of which closed on August 1, 2022. BLI generated approximately $5 million<br> of revenues in calendar year 2021, with 65% gross margins and positive net income.
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●	The<br> Company’s cash and equivalent position as of September 30, 2022 was approximately $13.0<br> million, including $2 million cash held in escrow for potential future performance payments<br> relating to the S5D acquisition. With the core S5D and Brightline acquisitions complete,<br> we do not expect to utilize our current cash balance as part of the purchase price of any<br> acquisition we may make in the foreseeable future.
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●	We<br> continue to maintain a clean capital structure with no debt, no convertible debt, no preferred<br> equity or any other material cash obligations.
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●	In<br> Q1, 2023, Gross Margin was approximately 70% and Adjusted EBITDA loss for the quarter was<br> $1.1 million, compared to a $0.6 million Adjusted EBITDA loss for the three months ended<br> September 30, 2021.
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●	The Company’s operating cost structure remains predominantly variable. Through continued revenue growth, combined with expense controls, we are committed to reaching cash flow neutrality from our existing operations in calendar year ‘23.
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Recent Operational Highlights:

●	Continued<br> to enter into contracts and partnership with leading global companies. For example:
○	Glimpse<br> subsidiary company S5D completed a mid-6 figure contract for the development of a 3D interactive<br> gamified experience and NFTs for a partner event in numerus geographies held by a Fortune<br> 50 global technology company.
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○	Glimpse<br> subsidiary company XR Terra entered into six figure agreement with one of the largest telecommunication<br> companies for the training in VR skills of several hundred K-12 teachers.
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○	Glimpse<br> subsidiary company S5D entered into mid-six figure agreement with a global pharmaceutical<br> company, to continue development of its interactive anatomy training platform.
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○	Glimpse<br> subsidiary company BLI is partnering with AT&T for a collaborative immersive technologies/5G<br> demonstration to be deployed at I/ITSEC, the largest training and Simulation Tradeshow in<br> the US.
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●	Successfully<br> completed the integration process of S5D, BLI and PulpoAR.
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●	Just<br> as Glimpse has achieved critical scale in aggregate, we believe that there are key strategic<br> advantages in creating more scale within our subsidiary companies. As such, we have begun<br> the process of consolidating some of our subsidiary companies into larger core entities,<br> a process which we expect will be concluded by year-end 2022. At the end of this process,<br> we expect to have 6-8 larger remaining subsidiary companies, which will allow us to maximize<br> go-to-market and branding synergies, optimize operations and reduce overlaps.
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Recent IP Highlights

We expanded our Intellectual Property assets with two new patents via the BLI transaction:

●	9th<br> U.S. Patent for an “Immersive Ecosystem”, which transferred to Glimpse from BLI.
●	10th<br> U.S. Patent for “System and Method for Generating an Augmented Reality Experience”,<br> which transferred to Glimpse from BLI.
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We have several more patents in process and view our patents as forward looking, strategically positioned, with significant potential and importance when the immersive industry matures.

Summary

“Our first quarter of FY ‘23 served as continued validation of our organic and accretive acquisition growth strategies,” said Lyron Bentovim, President and CEO of The Glimpse Group. “In a challenging environment, we maintained strong momentum, finalized the integration of our three recent acquisitions, and achieved a record revenue results, well above our previous records. We have consistently proven our ability to rapidly scale and are solidifying our position as a premier player in the immersive technology software and services space. With that, the immersive technology industry is still in its early stages of development and we are cognizant of the macro trends. Therefore – as a strategic goal – we are determined and committed to reach cash flow neutrality from the operations of our current business in 2023.”

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Q1FY ‘23 Financial Summary

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●	Total<br> revenue for the three months ended September 30, 2022, was approximately $4.0 million compared<br> to approximately $1.0 million for the three months ended September 30, 2021, an increase<br> of approximately 287%. The increase reflects the addition of several subsidiary companies<br> after September 30, 2021, organic growth and new customers.
●	For<br> the three months ended September 30, 2022, Software Services revenue was approximately $3.9<br> million compared to approximately $0.8 million for the three months ended September 30, 2021,<br> an increase of approximately 383%. The increase reflects the addition of several subsidiary<br> companies after September 30, 2021, organic growth and new customers
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●	For<br> the three months ended September 30, 2022, Software License revenue was approximately $0.09<br> million compared to approximately $0.22 million for the for the three months ended September<br> 30, 2021, reflecting a difference in timing of renewals.
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●	For<br> the three months ended September 30, 2022, core software and services revenue (i.e. VR/AR<br> software and services revenue, excluding projects), was approximately $1.3 million compared<br> to approximately $0.86 million for the three months ended September 30, 2021, an increase<br> of approximately 49%. For the three months ended September 30, 2022, core software and services<br> revenue accounted for approximately 32% of total revenues compared to approximately 84% for<br> the three months ended September 30, 2021.
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●	For<br> the three months ended September 30, 2022, gross profit margin was approximately 69%, compared<br> to a gross profit margin of approximately 85% for the three months ended September 30, 2021.<br> The decrease was driven by the addition of BLI and S5D lower margin project revenue.
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●	Operating<br> expenses for the three months ended September 30, 2022, were approximately $8.2 million compared<br> to $2.3 million for the three months ended September 30, 2021, an increase of approximately<br> 260%. The increase was driven by employee headcount additions to support growth, the addition<br> of several new subsidiaries (which includes headcount, amortization of intangibles and professional<br> fees related to the acquisitions) and the change in fair value of acquisition contingent<br> consideration.
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●	We<br> sustained a net loss for the three months ended September 30, 2022 of $5.4 million, compared<br> to a net loss of approximately $1.7 million for the three months ended September 30, 2021,<br> a loss increase of $3.72 million or 224%. $2.41 million of this loss increase is driven by<br> the non-cash change in fair value of acquisition contingent consideration. The balance primarily<br> represents operating expense growth outpacing revenue and related gross profit. This reflects<br> current expense outlays in all areas of the Company to propel future growth, including the<br> acquisition of several new subsidiaries and related costs.
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●	Net<br> cash used in operating activities for the three months ended September 30, 2022 was approximately<br> $3.1 million, compared to approximately $1.1 million for the three months ended September<br> 30, 2021.
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●	For<br> the three months ended September 30, 2022 Adjusted EBITDA loss, a non-GAAP measure, was $1.1<br> million, compared to $0.6 million Adjusted EBITDA loss for the three months ended<br> September 30, 2021.
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●	As<br> of September 30, 2022, the Company’s cash position was approximately $10.6 million<br> plus $0.24 million of liquid corporate bond investments, compared to $16.2 million at June<br> 30, 2022. This includes $2.0 million cash escrow for contingent consideration of the S5D<br> acquisition, payable upon S5D’s achievement of revenue growth performance targets (refundable<br> to Glimpse if targets not achieved). The Company has no convertible debt, preferred equity<br> or material cash obligations.
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FiscalFirst Quarter 2023 Conference Call and Webcast

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Date: Monday, November 14, 2022

Time: 4:30 p.m. Eastern time

US Dial In**:** 1-877-545-0320

International Dial In**:** 1-973-528-0002

Conference ID: 234685

Webcast: https://www.webcaster4.com/Webcast/Page/2934/47012

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 November 14, 2023. A replay of the teleconference will be available through Monday, November 28, 2022. To listen, call 1-877-481-4010 within the United States or 1-919-882-2331 when calling internationally and enter replay access code 47012. A webcast will also be available on the IR section of The Glimpse Group website or by clicking the webcast link above.

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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, FSE: 9DR) 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

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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.

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CompanyContact:

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Maydan Rothblum

CFO & COO

The Glimpse Group, Inc.

(917) 292-2685

maydan@theglimpsegroup.com

InvestorRelations:

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Mark Schwalenberg, CFA

Director

MZ Group – North America

312-261-6430

Glimpse@mzgroup.us

www.mzgroup.us

THE GLIMPSE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

			As of <br><br>June 30, 2022<br><br>(Audited)
ASSETS
Cash and cash equivalents	10,644,751		$	16,249,666
Investments	242,603			239,314
Accounts receivable	1,228,400			1,332,922
Deferred costs/contract assets	268,552			39,484
Prepaid expenses and other current assets	659,695			479,483
Total current assets	13,044,001			18,340,869
Equipment, net	352,266			245,970
Note receivable	-			250,000
Right-of-use assets	1,066,772			-
Intangible assets, net	7,809,518			4,063,485
Goodwill	22,672,460			13,464,760
Other assets	115,866			32,000
Restricted cash	2,000,000			2,000,000
Total assets	47,060,883		$	38,397,084
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	349,820		$	340,139
Accrued liabilities	365,297			188,417
Accrued bonuses	425,261			169,262
Deferred revenue/contract liabilities	1,224,748			841,389
Asset purchase payable	734,037			734,037
Lease liabilities, current portion	441,687			-
Contingent consideration for acquisitions, current portion	4,080,498			1,966,171
Total current liabilities	7,621,348			4,239,415
Long term liabilities
Contingent consideration for acquisition, net of current portion	11,400,300			5,340,800
Lease liabilities, net of current portion	625,085			-
Total liabilities	19,646,733			9,580,215
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; 13,593,734 and 12,747,624 issued and outstanding	13,594			12,749
Additional paid-in capital	60,864,978			56,885,815
Accumulated deficit	(33,464,422	)		(28,081,695	)
Total stockholders’ equity	27,414,150			28,816,869
Total liabilities and stockholders’ equity	47,060,883		$	38,397,084

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

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THE GLIMPSE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	Sep 30,
	2022			2021
Revenue
Software services	$	3,862,514		$	804,718
Software license/software as a service		88,510			217,815
Total Revenue		3,951,024			1,022,533
Cost of goods sold		1,214,597			145,387
Gross Profit		2,736,427			877,146
Operating expenses:
Research and development expenses		2,002,379			989,384
General and administrative expenses		1,819,292			779,729
Sales and marketing expenses		1,744,239			504,687
Change in fair value of acquisition contingent consideration		2,603,398			-
Total operating expenses		8,169,308			2,273,800
Loss from operations before other income (expense)		(5,432,881	)		(1,396,654	)
Other income (expense)
Interest income		50,154			19,623
Loss on conversion of convertible notes		-			(279,730	)
Total other income (expense), net		50,154			(260,107	)
Net Loss	$	(5,382,727	)	$	(1,656,761	)
Basic and diluted net loss per share	$	(0.40	)	$	(0.17	)
Weighted-average shares used to compute basic and diluted net loss per share		13,317,188			9,967,821

The accompanying notes are an integral part of these consolidated financial statements.

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THEGLIMPSE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended<br><br>September 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(5,382,727	)	$	(1,656,761	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		477,016			27,718
Common stock and stock option based compensation for employees and board of directors		775,852			653,615
Acquisition contingent consideration fair value adjustment		2,603,398			-
Issuance of common stock to vendors as compensation		-			62,034
Loss on conversion of convertible notes		-			279,730
Changes in operating assets and liabilities:
Accounts receivable		357,563			26,365
Pre-offering costs		-			470,136
Deferred costs/contract assets		323,083			(17,185	)
Prepaid expenses and other current assets		(180,212	)		(381,856	)
Other assets		6,135			(80,000	)
Accounts payable		(525,673	)		(268,823	)
Accrued liabilities		(135,742	)		(31,770	)
Accrued bonuses		255,999			(151,969	)
Deferred revenue/contract liabilities		(1,653,711	)		15,630
Net cash used in operating activities		(3,079,019	)		(1,053,136	)
Cash flow from investing activities:
Purchases of equipment		(83,765	)		(18,225	)
Acquisitions, net of cash acquired		(2,478,756	)		-
Purchase of investments		(3,290	)		-
Net cash used in investing activities		(2,565,811	)		(18,225	)
Cash flows from financing activities:
Proceeds from initial public offering, net		-			11,821,364
Proceeds from exercise of stock options		39,915			45,700
Net cash provided by financing activities		39,915			11,867,064
Net change in cash, cash equivalents and restricted cash		(5,604,915	)		10,795,703
Cash, cash equivalents and restricted cash, beginning of year		18,249,666			1,771,929
Cash, cash equivalents and restricted cash, end of year	$	12,644,751		$	12,567,632
Non-cash Investing and Financing activities:
Common stock issued for BLI acquisition	$	2,846,144		$	750,000
Issuance of common stock for satisfaction of contingent liability, net of note extinguishment	$	318,571		$	-
Extinguishment of note receivable for satisfaction of contingent liability	$	250,000		$	-
Issuance of common stock for satisfaction of contingent liability	$	-		$	750,000
Contingent acquisition consideration liability	$	6,139,000		$	-
Lease liabilities arising from right-to-use assets	$	1,155,769		$	-
Conversion of convertible promissory notes into common stock	$	-		$	1,606,176
Issuance of warrants in connection with initial public offering	$	-		$	522,360

The accompanying notes are an integral part of these consolidated financial statements.

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Thefollowing table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended September 30, 2022 and 2021 (in $MM):

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	For the Three Months Ended
	September 30,
	2022			2021
	(in millions)
Net loss	$	(5.38	)	$	(1.66	)
Depreciation and amortization		0.48			0.03
EBITDA (loss)		(4.90	)		(1.63	)
Stock based compensation expenses		0.97			0.72
Stock based financing related expenses		-			0.28
Acquisition expenses		0.27			-
Non cash change in fair value of acquisition contingent consideration		2.61			-
Adjusted EBITDA (loss)	$	(1.05	)	$	(0.63	)

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