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 15, 2021

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.)

---

15

West 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 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<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 November 15, 2021, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing certain results for the fiscal quarter ended September 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 November 15, 2021, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its quarter ended September 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.

Item 9.01	Exhibits
Exhibit No.	Description
---	---
99.1	Press<br> Release dated November 15, 2021
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: November 15, 2021

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

Exhibit 99.1

---

TheGlimpse Group Reports Fiscal First Quarter 2022 Financial Results

FiscalFirst Quarter Revenues Grew 292%; Core Software & Services Revenue Grew 514%

NEWYORK, November 15, 2021 — The Glimpse Group, Inc. (NASDAQ: VRAR) (FSE: 9DR) (“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, announced financial results for its fiscal first quarter ended September 30, 2021 (“FYQ1 ‘22”).

---

ManagementCommentary by President & CEO Lyron Bentovim

During our first three months as a Nasdaq listed public company, we demonstrated remarkable progress, highlighted by strong revenue growth, additional strategic acquisitions, establishment of key partnerships, and the fortification of our balance sheet. We continued to see robust revenue growth across our businesses and in particular our core VR/AR software and services revenue (excluding project revenue), which grew by over 500% period-to-period, primarily organically. As a result, our gross margins increased to approximately 85% of revenue.

Furthermore, we saw a seismic shift in the awareness of the potential of the immersive industry following Facebook’s rebranding to Meta, as well as a wide array of other industry giants - such as Microsoft, AMD, Nvidia, Dropbox and Match Group - announcing metaverse plans. We believe that these will significantly propel the industry forward and serve as a strong accelerant, are complimentary and beneficial to Glimpse, and in alignment with our vision of becoming the premier software and services VR/AR company in the evolving metaverse landscape.

In October 2021, we capitalized on the opportunity provided by these macro tailwinds and completed a $15 million private placement comprised of common stock and warrants. In addition to the largely still unutilized IPO proceeds, this financing significantly solidified our financial base while providing sufficient capital for us to effectively pursue many of the growth opportunities in front of us. Importantly, this financing was structured in a healthy manner for the Company, with a select number of institutional investors and at a price that was approximately 43% above our recent July 1, 2021 IPO price and with warrants priced at approximately 110% above our IPO price. We currently have over $25 million of cash, no material liabilities, and a controlled and relatively low cash burn.

We expanded Glimpse’s global investment profile with the listing of our common shares on the Frankfurt Stock Exchange and several other German exchanges including Börse Stuttgart, Börse München, Gettex Exchange and Tradegate Exchange. The Frankfurt Stock Exchange, in particular, is one of the world’s largest electronic exchanges. These exchanges access our outstanding Nasdaq float and we expect that over time will become a streamlined conduit for European investors interested in purchasing Glimpse shares.

As we previously discussed, beyond continued strong organic growth, a key component of our strategy is to make select, accretive acquisitions to strengthen and expand the Glimpse ecosystem while broadening our strategic positioning in various growth industries.

●	During<br> the quarter, we acquired Auggd, an Australian based provider of AR software and services to the Architecture, Engineering & Construction<br> (“AEC”) segments and established Glimpse Australia as a base of potential future operations in Australia.
●	On<br> October 1, 2021, we acquired XR Terra, a Boston-based provider of VR/AR teaching, training and skills development through innovative<br> programs and corporate partnerships. In addition, Hakan Satifoglu, XR Terra’s General Manager and an experienced tech entrepreneur<br> and executive, became Glimpse’s Vice President of Strategy.
●	Both<br> were asset acquisitions, with nominal upfront payment and the vast majority of potential future proceeds dependent on their achievement<br> of increasing revenue milestones over the coming years.

We are having ongoing M&A conversations with numerous companies in the industry and expect to continue making accretive acquisitions, of various revenue size, as we progress.

In terms of partnerships, we are working with several of the industry leaders on expanding our existing relationships and are entering into new ones. As a recent example, our commitment to the development of the metaverse led us to a partnership with D-ID, a leader in Artificial Intelligence (“AI”)-driven creative media. The jointly-developed technologies and products will combine D-ID’s highly-realistic AI-powered Creative Reality™ technology with Glimpse Group’s advanced VR/AR solutions. Together, these are expected to create experiences for metaverse users which are more immediate and realistic.

Looking ahead, this is an exciting time for Glimpse and the VR/AR industry. While it is still early in the industry’s lifecycle, we believe that the development of the VR/AR industry in general and the metaverse in particular is likely to accelerate given the recent surge in awareness, interest, funding, activity and adoption. Glimpse is well positioned, financially, operationally and strategically to leverage its unique platform model of diverse subsidiaries targeting different industry segments to create scale and value. In parallel to our strong organic growth, we continue to seek additional accretive acquisitions that will fit into our ecosystem. Between these, our expectation is for a strong remainder to our FY ’22 (October ‘21-June ’22). We’d like to thank all of our shareholders for their ongoing support as we continue to push forward with creating a leading Enterprise-focused software and services company in the emerging XR space.

FYQ1‘22 Financial Summary:

●	Total<br> revenue for the three months ended September 30, 2021 was approximately $1.02 million compared to approximately $0.26 million for<br> the three months ended September 30, 2020, an increase of 292%. This growth was primarily due to the addition of new customers and<br> was partially impacted by a delay of revenues from Q1 FY’21 to Q2 FY ’21 due to COVID-19 constraints.
●	For<br> the three months ended September 30, 2021, Software Services revenue was approximately $0.80 million compared to approximately $0.19<br> million for the three months ended September 30, 2020, an increase of approximately 321%. This growth was primarily due to the addition<br> of new customers.
●	For<br> the three months ended September 30, 2021, Software License revenue was approximately $0.22 million compared to approximately $0.07<br> for the three months ended September 30, 2020, an increase of approximately 214%. As the VR and AR industries continue to mature,<br> we expect our Software License revenue to continue to grow on an absolute basis and as an overall percentage of total revenue.
●	For<br> the three months ended September 30, 2021, non-project revenue (i.e., VR/AR software and services revenue only), was approximately<br> $0.86 million compared to approximately $0.14 million for the three months ended September 30, 2020, an increase of approximately<br> 514%. For the three months ended September 30, 2021, non-project revenue accounted for approximately 84% of total revenues compared<br> to approximately 54% for the three months ended September 30, 2020.
---	---
●	Gross<br> profit was approximately 85% for the three months ended September 30, 2021 compared to approximately 46% for the three months ended<br> September 30, 2020. The increase was driven by the increase in non-project revenue which produces higher margin and improved management<br> of project revenue costs of goods sold.
●	Operating<br> expenses for the three months ended September 30, 2021 were approximately $2.27 million compared to $1.36 million for the three months<br> ended September 30, 2020, an increase of approximately 67%. This increase was driven by increased employee headcount to support growth<br> and the incurrence of expenses specific to Glimpse being a publicly traded company.
●	For<br> the three months ended September 30, 2021, net loss from operations was approximately $1.40 million compared to a net loss of approximately<br> $1.24 million for the three months ended September 30, 2020, an increase of approximately 13% period-to-period.
●	We<br> sustained a net loss of $1.66 million for the three months ended September 30, 2020 as compared to a net loss of $1.28 million for<br> the prior period, a loss increase of $0.38 million or 30%. This reflects a period over period increase in revenue and related gross<br> profit, offset by an increase in operating expenses and the incurrence of a non-cash loss on conversion of convertible notes to common<br> stock as a result of the July 1, 2021 initial public offering and a decrease in non-cash interest expense.
●	Net<br> cash used in operating activities was $1.05 million for the three months ended September 30, 2021, compared to $0.16 million during<br> the prior period, an increase of approximately $0.89 million. This reflects a decrease in deferred revenue growth when compared to<br> the previous period and one-time cash expenses of approximately $0.6 million related to Glimpse becoming a publicly traded company.
●	Fiscal<br> First Quarter 2022 Adjusted EBITDA loss, a non-GAAP measure, of $(0.44) million improved by $0.08 million, or approximately 15% as<br> compared to $(0.52) million for the three months ended September 2020.
●	The<br> Company’s cash position was approximately $12.6 million as of September 30, 2021 and over $25 million as of November 15, 2021.<br> The Company has a clean cap table with no convertible debt, preferred equity or material cash obligations.
●	Net<br> operating loss carryforwards (NOL) of approximately $12.3 million.

FiscalFirst Quarter 2022 Conference Call and Webcast

---

Date: Monday, November 15, 2021

Time: 4:30 p.m. Eastern time

Dial-in: +1-669-900-6833

Meeting ID**:** 92871967549

Passcode**:**093158

Webcast Registration: link

Please dial in at least 10 minutes before the start of the call to ensure timely participation.

A replay will be available for at least 90 days using the dial-in information and webcast link above or on The Glimpse Group Investor Relations website at https://ir.theglimpsegroup.com/.

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

---

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> <br>June 30, 2021<br> <br>(Audited)
ASSETS
Cash and cash equivalents	12,567,632		$	1,771,929
Accounts receivable	599,879			626,244
Deferred costs	45,981			29,512
Pre-offering costs	-			470,136
Prepaid expenses and other current assets	533,782			281,047
Total current assets	13,747,274			3,178,868
Other assets	80,000			-
Equipment, net	53,513			42,172
Intangible assets, net	479,167			-
Goodwill	250,000			-
Total assets	14,609,954		$	3,221,040
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable	112,687		$	381,510
Accrued liabilities	136,975			168,745
Accrued bonuses	288,388			440,357
Accrued legacy acquisition expense	500,000			1,250,000
Deferred revenue	114,055			98,425
Total current liabilities	1,152,105			2,339,037
Long term liabilities
Paycheck Protection Program (PPP 2) loan	623,828			623,828
Convertible promissory notes, net	-			1,429,953
Total liabilities	1,775,933			4,392,818
Commitments and contingencies
Stockholders’ Equity (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; 10,291,638 and 7,579,285 issued and outstanding	10,292			7,580
Additional paid-in capital	36,595,898			20,936,050
Accumulated deficit	(23,772,169	)		(22,115,408	)
Total stockholders’ equity (deficit)	12,834,021			(1,171,778	)
Total liabilities and stockholders’ equity (deficit)	14,609,954		$	3,221,040

All values are in US Dollars.

---

---

THEGLIMPSE GROUP, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended			For the Three Months Ended
	September 30, 2021			September 30, 2020
Revenue
Software services	$	804,718		$	187,652
Software license/software as a service		217,815			72,275
Total Revenue		1,022,533			259,927
Cost of goods sold		145,387			137,124
Gross Profit		877,146			122,803
Operating expenses:
Research and development expenses		989,384			736,750
General and administrative expenses		779,729			335,998
Sales and marketing expenses		504,687			289,476
Total operating expenses		2,273,800			1,362,224
Net loss from operations before other income (expense)		(1,396,654	)		(1,239,421	)
Other income (expense)
Other income		-			10,000
Interest income		19,623			534
Interest expense		-			(48,437	)
Loss on conversion of convertible notes		(279,730	)		-
Total other expense, net		(260,107	)		(37,903	)
Net Loss	$	(1,656,761	)	$	(1,277,324	)
Basic and diluted net loss per share	$	(0.17	)	$	(0.18	)
Weighted-average<br> shares used to compute basic and diluted net loss per share		9,967,821			7,039,928

---

---

THEGLIMPSE GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended <br> September 30, 2021			For the Three Months Ended <br> September 30, 2020
Cash flows from operating activities:
Net loss	$	(1,656,761	)	$	(1,277,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		27,718			5,907
Amortization of paid-in kind common stock interest on convertible notes		-			54,039
Stock option based compensation for employees and board of directors		653,615			689,813
Issuance of common stock to vendors as compensation		62,034			15,000
Loss on conversion of convertible notes		279,730			-
Changes in operating assets and liabilities:
Accounts receivable		26,365			135,460
Pre-offering costs		470,136			-
Prepaid expenses and other current assets		(381,856	)		(81,909	)
Deferred costs		(17,185	)		(124,155	)
Other assets		(80,000	)		-
Accounts payable		(268,823	)		(52,343	)
Accrued liabilities		(31,770	)		(18,680	)
Accrued bonus		(151,969	)		(6,000	)
Deferred revenue		15,630			499,650
Net cash used in operating activities		(1,053,136	)		(160,542	)
Cash flow from investing activities:
Purchases of equipment		(18,225	)		(15,004	)
Net cash used in investing activities		(18,225	)		(15,004	)
Cash flows from financing activities:
Proceeds from initial public offering, net		11,821,364			-
Proceeds from issuance of common equity to investors		-			10,820
Proceeds from exercise of stock options		45,700			-
Net cash provided by financing activities		11,867,064			10,820
Net change in cash and cash equivalents		10,795,703			(164,726	)
Cash and cash equivalents, beginning of year		1,771,929			1,034,846
Cash and cash equivalents, end of period	$	12,567,632		$	870,120
Non-cash Investing and Financing activities:
Common stock issued for asset acquisition	$	750,000		$	-
Conversion of convertible promissory notes into common stock	$	1,606,176		$	-
Issuance of warrants in connection with initial public offering	$	522,360		$	-
Issuance of common stock for satisfaction of legacy acquisition liability	$	750,000		$	-

---

---

Thefollowing table presents a reconciliation of net loss to Adjusted EBITDA for the years ended September 30, 2021 and 2020 (in $MM):

---

	For the Three Months Ended
	September 30,
	2021			2020
	(in millions)
Net loss	$	(1.66	)	$	(1.28	)
Interest expense, net		-			0.05
Depreciation and amortization		0.03			0.01
EBITDA (loss)		(1.63	)		(1.22	)
Stock based compensation expenses		0.72			0.70
Stock based financing related expenses		0.28			-
Public company expenses		0.18			-
Acquisition related expenses		0.01			-
Adjusted EBITDA (loss)	$	(0.44	)	$	(0.52	)

---

---