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): February 13, 2025
THE
GLIMPSE GROUP, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-40556 | 81-2958271 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification 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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 Stock, par value<br> $0.001 per share | VRAR | The Nasdaq Stock Market<br> 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 February 13, 2025, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its quarter ended December 31, 2024 (“Q2 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 February 13, 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 Q2 FY ‘25 (https://www.webcaster4.com/Webcast/Page/2934/52015 or USA Dial In: 888-506-0062, participant code 831836). A playback of the webcast will be available through February 13, 2026. A replay of the teleconference will be available through February 27, 2025.
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 February 13, 2025 |
| 104 | Cover Page Interactive<br> 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: February 13, 2025
| THE GLIMPSE GROUP, INC. | |
|---|---|
| By: | /s/ Lyron Bentovim |
| Lyron Bentovim | |
| Chief Executive Officer |
Exhibit 99.1
TheGlimpse Group Reports Q2 Fiscal Year 2025 Financial Results – 50% Increase in Revenue and Positive EBITDA, PositiveCash Flow & Positive Net Income
NEW YORK, NY, February 13, 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 second quarter fiscal year 2025 year, ended December 31, 2024 (“Q2 FY ‘25”).
BusinessCommentary by President & CEO Lyron Bentovim
FinancialSummary:
| ● | Q2<br> FY ‘25 revenue of approximately $3.17 million, reflecting: a) 52% increase compared<br> to Q2 FY ‘24 (ending December 31, 2023) revenue of approximately $2.08 million, and<br> b) 30% increase compared to Q1 FY ‘25 (ending September 30, 2024) revenue of approximately<br> $2.44 million. The increase in both comparative periods was primarily driven by an increase<br> in Spatial Core revenues, as well as growth in our other businesses. |
|---|---|
| ● | Gross<br> Margin for Q2 FY ‘25 was approximately 64% compared to 68% for Q2 FY ‘24. The<br> decrease was driven by revenue mix which tends to oscillate a bit between quarters. On average,<br> we expect our going forward Gross Margin to continue to be in the 60-70% range. |
| --- | --- |
| ● | Q2<br> FY ’25 <br> positive adjusted EBITDA of approximately $0.28 million, compared to<br> an adjusted EBITDA loss of approximately -$1.33 million for Q2 FY ‘24. Net Operating<br> Cash provided from Operations for Q2 FY ‘25 was approximately $0.17 million,<br> compared to a Net Operating Cash loss of approximately -$1.68 million for Q2 FY ‘24.<br> Importantly, this is the first profitable EBITDA quarter in the Company’s history<br> as a publicly traded company, reflecting our significant restructuring efforts over the<br> past few quarters combined with revenue growth. |
| --- | --- |
| ● | Driven<br> by the timing of existing contracts revenue recognition, for Q3 FY ‘25 we expect a<br> decline in revenue ($1.5-2 million) and negative adjusted EBITDA, to be more than<br> offset by a strong Q4 FY ‘25 ($3.3-4.0 million revenue) and positive adjusted<br> EBITDA. For FY ‘25 (ending June 30, 2025), we expect aggregate revenue to exceed $11<br> million, compared to $8.8 million for FY ‘24 (ended June 30, 2024), a 25%+ increase<br> in annual revenue and breakeven adjusted EBITDA for the fiscal year vs. a significant<br> adjusted EBITDA loss in the prior fiscal year. |
| --- | --- |
| ● | The<br> Company’s cash and equivalent position as of December 31, 2024 was approximately $8.5<br> million, with an additional $1.4 million in accounts receivable. The increase in our cash<br> position was primarily a result of our December 2024 registered direct equity financing,<br> in which we raised $7.3 million in gross cash proceeds from one investor in a clean structure.<br> We continue to maintain a clean capital structure with no debt, no convertible debt and<br> no preferred equity. |
| --- | --- |
| ● | On<br> December 24, 2024, we received written notice from Nasdaq informing the Company that<br> it had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities<br> to maintain a minimum bid price of $1.00 per share. This closes the matter that originated<br> on September 3, 2024. |
| --- | --- |
| ● | For<br> the full detail of our financial results, please refer to our 8K and 10Q filed on 2/13/25. |
| --- | --- |
RecentBusiness Updates:
| ● | During<br> the quarter, Brightline Interactive (“BLI”) delivered a significant milestone<br> on its $4 million+ Department of Defense (“DoD”) contract. |
|---|---|
| ● | BLI<br> entered into an initial contract with the US Navy for an Immersive, AI-Driven Simulator System,<br> to be delivered in the coming months, setting the ground for potential follow-on contracts. |
| --- | --- |
| ● | BLI<br> delivered a scalable immersive simulation to a global government service integrator, positioning<br> itself as a leading middleware for processing and visualizing complex information in 3D space,<br> and setting what we believe has the potential to become a new industry standard. |
| --- | --- |
| ● | The<br> Continuing Resolution and the lack of a Federal budget for 2025 has delayed the potential<br> awarding of multiple Government and DoD opportunities. We hope this will be resolved promptly<br> in March 2025 when the current Continuing Resolution expires and with a new administration<br> and Congress now in place. |
| --- | --- |
| ● | Led<br> by Foretell Reality, we continue to make strong progress on commercializing our AI driven<br> immersive training product and have experienced encouraging initial traction with our customers<br> and partners. |
| --- | --- |
Q2Fiscal Year 2025 Conference Call and Webcast
Date: Thursday, February 13, 2025
Time: 9:00 a.m. Eastern time
USA Dial In: 888-506-0062
International: +1-973-528-0011
Participant Access Code: 831836
Webcast: https://www.webcaster4.com/Webcast/Page/2934/52015
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, February 13, 2026. A replay of the teleconference will be available through February 27, 2025. To listen, please call USA: 877-481-4010 or
International: +1-919-882-2331; Replay Passcode: 52015. 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 | 8,445,288 | $ | 1,848,295 | ||
| Accounts receivable | 1,391,879 | 723,032 | |||
| Deferred costs/contract assets | 222,784 | 170,781 | |||
| Notes receivable | 124,900 | - | |||
| Prepaid expenses and other current assets | 678,424 | 778,181 | |||
| Total current assets | 10,863,275 | 3,520,289 | |||
| Equipment and leasehold improvements, net | 73,244 | 167,325 | |||
| Right-of-use assets, net | 187,688 | 452,808 | |||
| Intangible assets, net | 261,789 | 487,867 | |||
| Goodwill | 10,857,600 | 10,857,600 | |||
| Other assets | 11,100 | 72,714 | |||
| Total assets | 22,254,696 | $ | 15,558,603 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 295,776 | $ | 181,668 | ||
| Accrued liabilities | 633,355 | 340,979 | |||
| Deferred revenue/contract liabilities | 263,347 | 72,788 | |||
| Lease liabilities, current portion | 143,929 | 364,688 | |||
| Contingent consideration for acquisitions, current portion | 2,942,651 | 1,467,475 | |||
| Total current liabilities | 4,279,058 | 2,427,598 | |||
| Long term liabilities | |||||
| Contingent consideration for acquisitions, net of current portion | - | 1,413,696 | |||
| Lease liabilities, net of current portion | 57,690 | 178,824 | |||
| Total liabilities | 4,336,748 | 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; 20,272,006 and 18,158,217 issued and outstanding, respectively | 20,272 | 18,158 | |||
| Additional paid-in capital | 81,925,269 | 74,559,600 | |||
| Accumulated deficit | (64,027,593 | ) | (63,039,273 | ) | |
| Total stockholders’ equity | 17,917,948 | 11,538,485 | |||
| Total liabilities and stockholders’ equity | 22,254,696 | $ | 15,558,603 |
All values are in US Dollars.
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | December 31 | ||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||
| Revenue | |||||||||||
| Software services | $ | 3,129,108 | $ | 2,032,272 | $ | 5,358,365 | $ | 5,044,343 | |||
| Software license/software as a service | 39,826 | 44,153 | 248,938 | 136,962 | |||||||
| Total Revenue | 3,168,934 | 2,076,425 | 5,607,303 | 5,181,305 | |||||||
| Cost of goods sold | 1,144,007 | 655,509 | 1,659,310 | 1,837,018 | |||||||
| Gross Profit | 2,024,927 | 1,420,916 | 3,947,993 | 3,344,287 | |||||||
| Operating expenses: | |||||||||||
| Research and development expenses | 659,699 | 1,391,883 | 1,780,222 | 3,072,670 | |||||||
| General and administrative expenses | 845,381 | 1,045,085 | 1,782,660 | 2,141,236 | |||||||
| Sales and marketing expenses | 384,223 | 765,116 | 1,123,098 | 1,578,858 | |||||||
| Amortization of acquisition intangible assets | 100,536 | 291,036 | 226,077 | 659,156 | |||||||
| Goodwill impairment | - | - | - | 379,038 | |||||||
| Intangible asset impairment | - | 8,275 | - | 522,166 | |||||||
| Change in fair value of acquisition contingent consideration | 28,161 | (1,268,014 | ) | 61,480 | (4,025,544 | ) | |||||
| Total operating expenses | 2,018,000 | 2,233,381 | 4,973,537 | 4,327,580 | |||||||
| Income (loss) from operations before other income | 6,927 | (812,465 | ) | (1,025,544 | ) | (983,293 | ) | ||||
| Other income | |||||||||||
| Interest income | 18,945 | 74,098 | 37,224 | 125,483 | |||||||
| Net Income (loss) | $ | 25,872 | $ | (738,367 | ) | $ | (988,320 | ) | $ | (857,810 | ) |
| Basic net income (loss) per share | $ | 0.00 | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.05 | ) |
| Diluted net income (loss) per share | $ | 0.00 | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.05 | ) |
| Weighted-average shares used to compute basic net income (loss) per share | 18,361,274 | 16,668,740 | 18,262,745 | 15,699,563 | |||||||
| Weighted-average shares used to compute diluted net income (loss) per share | 24,521,976 | 16,668,740 | 18,262,745 | 15,699,563 |
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (988,320 | ) | $ | (857,810 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Amortization and depreciation | 272,615 | 720,458 | ||||
| Common stock and stock option based compensation for employees and board of directors | 407,231 | 1,135,048 | ||||
| Net gain on divestiture of subsidiaries | (1,397,066 | ) | (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 | - | (551,234 | ) | |||
| Acquisition contingent consideration fair value adjustment | 61,480 | (4,025,544 | ) | |||
| Impairment of intangible assets | - | 901,204 | ||||
| Issuance of common stock to vendors | - | 73,282 | ||||
| Adjustment to operating lease right-of-use assets and liabilities | (41,787 | ) | (89,376 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (668,847 | ) | 208,052 | |||
| Deferred costs/contract assets | (52,003 | ) | 81,560 | |||
| Loans receivable | (40,900 | ) | - | |||
| Prepaid expenses and other current assets | 99,757 | (99,231 | ) | |||
| Other assets | 5,349 | (1,507 | ) | |||
| Accounts payable | 114,108 | (180,077 | ) | |||
| Accrued liabilities | 295,521 | (343,474 | ) | |||
| Deferred revenue/contract liabilities | 214,369 | (329,531 | ) | |||
| Net cash used in operating activities | (253,153 | ) | (3,358,180 | ) | ||
| Cash flow from investing activities: | ||||||
| Purchase of leasehold improvements and equipment | (26,406 | ) | (8,751 | ) | ||
| Net cash used in investing activities | (26,406 | ) | (8,751 | ) | ||
| Cash flows provided by financing activities: | ||||||
| Proceeds from securities purchase agreement, net | 6,785,552 | 2,968,501 | ||||
| Proceeds from exercise of warrants | 175,000 | - | ||||
| Issuance of note receivable | (84,000 | ) | - | |||
| Cash provided by financing activities | 6,876,552 | 2,968,501 | ||||
| Net change in cash and cash equivalents | 6,596,993 | (398,430 | ) | |||
| Cash and cash equivalents, beginning of year | 1,848,295 | 5,619,083 | ||||
| Cash and cash equivalents, end of period | $ | 8,445,288 | $ | 5,220,653 | ||
| Non-cash Investing and Financing activities: | ||||||
| Issuance of common stock for satisfaction of contingent liability | $ | - | $ | 127,145 | ||
| Issuance of common stock for non cash performance bonus | $ | - | $ | 127,145 | ||
| 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 six months ended December 31, 2024 and 2023:
| For the Three Months Ended | For the Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| (in millions) | (in millions) | |||||||||||
| Net income (loss ) | $ | 0.02 | $ | (0.74 | ) | $ | (0.98 | ) | $ | (0.86 | ) | |
| Depreciation and amortization | 0.12 | 0.32 | 0.27 | 0.72 | ||||||||
| EBITDA income (loss) | 0.14 | (0.42 | ) | (0.71 | ) | (0.14 | ) | |||||
| Stock based compensation expenses | 0.04 | 0.51 | 0.41 | 1.21 | ||||||||
| Loss on subsidiary divestiture | 0.10 | - | 0.10 | - | ||||||||
| Gain on office lease termination | (0.03 | ) | - | (0.03 | ) | - | ||||||
| Intangible asset impairment | - | 0.01 | - | 0.90 | ||||||||
| Non cash change in fair value of accrued performance bonus | - | (0.16 | ) | 0.06 | (0.55 | ) | ||||||
| Non cash change in fair value of acquisition contingent consideration | 0.03 | (1.27 | ) | - | (4.03 | ) | ||||||
| Adjusted EBITDA income (loss) | $ | 0.28 | $ | (1.33 | ) | $ | (0.17 | ) | $ | (2.61 | ) |