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): November 14, 2024
THE
GLIMPSE GROUP, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-40556 | 81-2958271 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
15
West 38th St., 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 November 14, 2024, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its quarter ended September 30, 2024 (“Q1 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 November 14, 2024, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its financial results for Q1 FY ‘25 (https://www.webcaster4.com/Webcast/Page/2934/51637). A playback of the webcast will be available through November 14, 2025. A replay of the teleconference will be available through November 28, 2024.
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 November 14, 2024 |
| 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 14, 2024
| THE GLIMPSE GROUP, INC. | |
|---|---|
| By: | /s/ Lyron Bentovim |
| Lyron<br> Bentovim | |
| Chief<br> Executive Officer |
Exhibit99.1
TheGlimpse Group Reports Q1 Fiscal Year 2025 Financial Results
NEW YORK, NY, November 14, 2024 — The Glimpse Group, Inc. (“Glimpse”) (NASDAQ: VRAR), 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 first quarter fiscal year 2025 year, ended September 30, 2024 (“Q1 FY ’25”).
BusinessCommentary by President & CEO Lyron Bentovim
FinancialSummary:
| ● | Q1<br> FY ’25 revenue of approximately $2.44 million, reflecting: a) 44% increase compared to Q4 FY ’24 (ending June 30, 2024)<br> revenue of approximately $1.7 million. The Q-Q increase was primarily driven by an increase in Spatial Core revenues, and b) a 21%<br> decrease compared to Q1 FY ’24 (ending September 30, 2023) revenue of approximately $3.1 million. The Y-Y decrease was primarily<br> driven by our strategic alignment over the last 9 months which led to a turnover in our legacy customer base and consolidation and<br> divestiture of some of our businesses. | |
|---|---|---|
| ● | We<br> expect revenue in the next three upcoming quarters to exceed $3 million on average per quarter, and aggregate revenue for FY ’25<br> (ending June 30, 2025) to be in the $11-12 million range compared to $8.8 million for FY ’24 (ended June 30, 2024), a 25-35%<br> increase in annual revenue. This expected growth will be primarily driven by an increase in Spatial Core revenues, as well as potential<br> growth in our other businesses. | |
| ● | Gross<br> Margin for Q1 FY ‘25 was approximately 79% compared to 62% for Q1 FY ‘24. The increase was driven by an increase<br> in Spatial Core revenues and higher software license revenues this quarter. On average, we expect our going forward Gross Margin<br> to be in the 60-70% range. | |
| ● | Adjusted<br> EBITDA loss for Q1 FY ’25 was approximately $0.46 million, compared to an adjusted EBITDA loss of approximately $1.29 million<br> for Q1 FY ’24. | |
| ● | Our<br> current cash operating expense base (pre revenue) is now less than $1.0 million/month. Given our projected revenues going forward,<br> we expect to generate positive cash flow in each of the three remaining quarters. | |
| ● | The<br> Company’s cash and equivalent position as of September 30, 2024 was approximately $1.4 million, with an additional $0.9 million<br> in accounts receivable. | |
| ● | We<br> do not intend to raise capital in the foreseeable future, especially since we expect our operations to generate positive cash and<br> grow our cash balance. | |
| ● | We<br> continue to maintain a clean capital structure with no debt, no convertible debt and no preferred equity. | |
| ● | For<br> the full detail of our financial results, please refer to our 8K and 10Q filed on 11/14/24. | |
| Recent Business Updates: | ||
| --- | --- | --- |
| ● | During<br> the quarter, we continued to progress toward securing several multi-million dollar enterprise-scale Spatial Computing, Cloud and<br> AI driven Immersive software solutions (“Spatial Core”) contracts with multiple Government, DoD and large enterprise<br> customers. The short-term aggregate value for these contracts is in the 5-10 million range. We expect to get confirmation<br> on one of these contracts in December ‘24 and to receive confirmation on the others in early 2025, due to government budgetary<br> delays. | |
| ● | Entered<br> into a mid-six figure contract with a global water and hygiene infrastructure company for an augmented reality (AR) solution. | |
| ● | Entered<br> into a mid-six figure contract with a global energy company for Immersive content. | |
| ● | Entered<br> into a multi year, mid-six figure contract with a state district for Immersive education. | |
| ● | QReal<br> saw a significant increase in revenue, driven by demand from its largest customer for AR lenses and 3D models. | |
| Strategic Review & QReal Divestiture | ||
| ● | In<br> light of Spatial Core’s AI and Cloud driven revenues with large DoD entities, our strong pipeline of revenues and our expectation<br> to generate positive cash flows going forward, we believe that there is a sharp disconnect between our intrinsic value and our current<br> public company valuation. | |
| ● | This<br>disconnect has had a significant negative impact on our ability to execute on our growth strategy. As such, the Board of Directors of<br>the Company is exploring various aggressive strategic options to unlock the value inherent in our business and/or assets and may<br>pursue such options during this fiscal year. | |
| ● | As<br> part this strategic review process and our previously announced strategic realignment around Spatial Core and divestiture of non-core<br> assets, effective on October 1, 2024, Glimpse divested the businesses of its wholly owned subsidiary companies QReal, LLC (“QReal”)<br> and its related Turkey-based operating entity (“Glimpse Turkey”). | |
| Key<br> elements of the divestiture: | ||
| ○ | ||
| ○ | ||
| ○ | ||
| ○ | ||
| ○ | ||
| ○ |
All values are in US Dollars.
Q1Fiscal Year 2025 Conference Call and Webcast
Date: Thursday, November 14, 2024
Time: 4:30 p.m. Eastern time
USA Dial In: 877-545-0320
International: 973-528-0002
Participant Access Code: 981585
Webcast: https://www.webcaster4.com/Webcast/Page/2934/51637
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, November 14, 2025. A replay of the teleconference will be available through November 28, 2024. To listen, please call USA: 877-481-4010 or International: 919-882-2331; Replay Passcode: 51637. 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.
CONSOLIDATEDBALANCE SHEETS
| As of<br> <br>June 30, 2024 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Cash and cash equivalents | 1,413,794 | $ | 1,848,295 | ||
| Accounts receivable | 871,493 | 723,032 | |||
| Deferred costs/contract assets | 320,372 | 170,781 | |||
| Prepaid expenses and other<br> current assets | 817,088 | 778,181 | |||
| Total current assets | 3,422,747 | 3,520,289 | |||
| Equipment, net | 146,728 | 167,325 | |||
| Right-of-use assets, net | 357,419 | 452,808 | |||
| Intangible assets, net | 362,326 | 487,867 | |||
| Goodwill | 10,857,600 | 10,857,600 | |||
| Other assets | 18,468 | 72,714 | |||
| Total<br> assets | 15,165,288 | $ | 15,558,603 | ||
| LIABILITIES AND STOCKHOLDERS’<br> EQUITY | |||||
| Accounts payable | 221,366 | $ | 181,668 | ||
| Accrued liabilities | 320,669 | 340,979 | |||
| Deferred revenue/contract liabilities | 447,858 | 72,788 | |||
| Lease liabilities, current portion | 232,933 | 364,688 | |||
| Contingent consideration<br> for acquisitions, current portion | 2,914,490 | 1,467,475 | |||
| Total current liabilities | 4,137,316 | 2,427,598 | |||
| Long term liabilities | |||||
| Contingent consideration<br> for acquisitions, net of current portion | - | 1,413,696 | |||
| Lease<br> liabilities, net of current portion | 136,952 | 178,824 | |||
| Total<br> liabilities | 4,274,268 | 4,020,118 | |||
| Commitments and contingencies | |||||
| Stockholders’ Equity | |||||
| Preferred Stock, par value 0.001 per share,<br> 20 million shares authorized; 0 shares issued and outstanding | - | - | |||
| Common Stock, par value<br> 0.001 per share, 300 million shares authorized; 18,166,217 and 18,158,217 issued and outstanding, respectively | 18,166 | 18,158 | |||
| Additional paid-in capital | 74,926,319 | 74,559,600 | |||
| Accumulated<br> deficit | (64,053,465 | ) | (63,039,273 | ) | |
| Total stockholders’<br> equity | 10,891,020 | 11,538,485 | |||
| Total<br> liabilities and stockholders’ equity | 15,165,288 | $ | 15,558,603 |
All values are in US Dollars.
THEGLIMPSE GROUP, INC.
CONSOLIDATEDSTATEMENTS OF OPERATIONS
| For the Three Months Ended | |||||
|---|---|---|---|---|---|
| September 30, | |||||
| 2024 | **** | 2023 | |||
| Revenue | |||||
| Software<br> services | $ | 2,229,257 | $ | 3,012,071 | |
| Software<br> license/software as a service | 209,112 | 92,809 | |||
| Total<br> Revenue | 2,438,369 | 3,104,880 | |||
| Cost<br> of goods sold | 515,303 | 1,181,509 | |||
| Gross<br> Profit | 1,923,066 | 1,923,371 | |||
| Operating<br> expenses: | |||||
| Research<br> and development expenses | 1,120,522 | 1,680,787 | |||
| General<br> and administrative expenses | 939,712 | 1,096,042 | |||
| Sales<br> and marketing expenses | 738,875 | 813,742 | |||
| Amortization<br> of acquisition intangible assets | 125,541 | 368,120 | |||
| Goodwill<br> impairment | - | 379,038 | |||
| Intangible<br> asset impairment | - | 513,891 | |||
| Change<br> in fair value of acquisition contingent consideration | 33,319 | (2,757,530 | |||
| Total<br> operating expenses | 2,957,969 | 2,094,090 | |||
| Loss<br> from operations before other income | (1,034,903 | ) | (170,719 | ||
| Other<br> income | |||||
| Interest<br> income | 20,711 | 51,276 | |||
| Net<br> Loss | $ | (1,014,192 | ) | $ | (119,443 |
| Basic<br> and diluted net loss per share | $ | (0.06 | ) | $ | (0.01 |
| Weighted-average<br> shares used to compute basic and diluted net loss per share | 18,164,217 | 14,730,386 |
THEGLIMPSE GROUP, INC.
CONSOLIDATEDSTATEMENTS OF CASH FLOWS
| For the Three Months Ended<br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating<br> activities: | ||||||
| Net loss | $ | (1,014,192 | ) | $ | (119,443 | ) |
| Adjustments to reconcile<br> net loss to net cash used in operating activities: | ||||||
| Amortization and depreciation | 155,594 | 398,923 | ||||
| Common stock and stock<br> option based compensation for employees and board of directors | 366,727 | 666,620 | ||||
| Accrued non cash performance<br> bonus fair value adjustment | - | (388,734 | ) | |||
| Acquisition contingent<br> consideration fair value adjustment | 33,319 | (2,757,530 | ) | |||
| Impairment of intangible<br> assets | - | 892,929 | ||||
| Issuance of common stock<br> to vendors | - | 26,936 | ||||
| Amortization of right-of-use<br> assets | 95,389 | 95,727 | ||||
| Changes in operating assets<br> and liabilities: | ||||||
| Accounts receivable | (148,461 | ) | 251,407 | |||
| Deferred costs/contract<br> assets | (149,591 | ) | 1,834 | |||
| Prepaid expenses and other<br> current assets | (38,907 | ) | (56,204 | ) | ||
| Other assets | 54,246 | (1,505 | ) | |||
| Accounts payable | 39,698 | (29,881 | ) | |||
| Accrued liabilities | (20,310 | ) | (230,124 | ) | ||
| Deferred revenue/contract<br> liabilities | 375,070 | (257,879 | ) | |||
| Lease<br> liabilities | (173,627 | ) | (176,293 | ) | ||
| Net<br> cash used in operating activities | (425,045 | ) | (1,683,217 | ) | ||
| Cash flow from investing<br> activities: | ||||||
| Purchases of equipment | (9,456 | ) | (7,030 | ) | ||
| Net<br> cash used in investing activities | (9,456 | ) | (7,030 | ) | ||
| Cash flows provided by financing<br> activities: | ||||||
| Cash<br> provided by financing activities | - | - | ||||
| Net change in cash and<br> cash equivalents | (434,501 | ) | (1,690,247 | ) | ||
| Cash<br> and cash equivalents, beginning of year | 1,848,295 | 5,619,083 | ||||
| Cash<br> and cash equivalents, end of period | $ | 1,413,794 | $ | 3,928,836 | ||
| Non-cash Investing and Financing<br> activities: | ||||||
| Issuance of common stock<br> for satisfaction of contingent liability | $ | - | $ | 127,145 | ||
| Issuance of common stock<br> for non cash performance bonus | $ | - | $ | 127,145 | ||
| Lease liabilities arising<br> from right-of-use assets | $ | - | $ | 113,182 | ||
| Common<br> stock subscription receivable | $ | - | $ | 2,984,001 |
Thefollowing table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended September 30, 2024 and 2023 (in $million):
| For the Three<br> Months Ended | ||||||
|---|---|---|---|---|---|---|
| September<br> 30, | ||||||
| 2024 | 2023 | |||||
| (in millions) | ||||||
| Net loss | $ | (1.02 | ) | $ | (0.12 | ) |
| Depreciation and amortization | 0.16 | 0.40 | ||||
| EBITDA<br> income (loss) | (0.86 | ) | 0.28 | |||
| Stock based compensation and vendor expenses | 0.37 | 0.69 | ||||
| Change in fair value of acquisition contingent<br> consideration | 0.03 | (2.76 | ) | |||
| Change in fair value of accrued performance<br> bonus | - | (0.39 | ) | |||
| Intangible asset impairment | - | 0.89 | ||||
| Adjusted<br> EBITDA loss | $ | (0.46 | ) | $ | (1.29 | ) |