10-Q - GGRP - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

(MarkOne)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from to

Commission

File Number: 001-40556

THE

GLIMPSE GROUP, INC.

(Exactname of registrant as specified in its charter)

Nevada	81-2958271
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)
15 West 38th St., 12th Fl<br><br> <br>New York, NY	10018
(Address of principal executive offices)	(Zip Code)

Registrant’stelephone number, including area code: (917) 292-2685

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging<br>growth company	☒

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As

of November 7, 2024, the registrant had 18,174,217 shares of common stock, par value $0.001 per share, outstanding.

THE

GLIMPSE GROUP, INC.

TABLE

OF CONTENTS

		Page No.
PART I	FINANCIAL<br> INFORMATION
ITEM<br> 1.	FINANCIAL<br> STATEMENTS (Unaudited)	4
	Condensed<br> Consolidated Balance Sheets	5
	Condensed<br> Consolidated Statements of Operations	6
	Condensed<br> Consolidated Statements of Stockholders’ Equity	7
	Condensed<br> Consolidated Statements of Cash Flows	8
	Notes<br> to Condensed Consolidated Financial Statements	9
ITEM<br> 2.	MANAGEMENT’S<br> DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM<br> 3.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM<br> 4.	CONTROLS<br> AND PROCEDURES	34
PART II	OTHER<br> INFORMATION	35
ITEM<br> 1.	LEGAL<br> PROCEEDINGS	35
ITEM<br> 1A.	RISK<br> FACTORS	35
ITEM<br> 2.	UNREGISTERED<br> SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM<br> 6.	EXHIBITS	36
SIGNATURES		37

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THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR

THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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THE

GLIMPSE GROUP, INC.

INDEX

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Index to Condensed Consolidated Financial Statements (Unaudited)	Page
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	9-26

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THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			As of<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 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 assets	15,165,288		$	15,558,603
LIABILITIES AND STOCKHOLDERS’ 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 for acquisitions, current portion	2,914,490			1,467,475
Total current liabilities	4,137,316			2,427,598
Long term liabilities
Contingent consideration for acquisitions, net of current portion	-			1,413,696
Lease liabilities, net of current portion	136,952			178,824
Total liabilities	4,274,268			4,020,118
Commitments and contingencies	-
Stockholders’ Equity
Preferred Stock, par value 0.001 per share, 20 million shares authorized; 0 shares<br> issued and outstanding	-			-
Common Stock, par value 0.001 per share, 300 million shares authorized;<br> 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 deficit	(64,053,465	)		(63,039,273	)
Total stockholders’ equity	10,891,020			11,538,485
Total liabilities and stockholders’ equity	15,165,288		$	15,558,603

All values are in US Dollars.

The

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

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THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	September 30,
	2024			2023
Revenue
Software services	$	2,229,257		$	3,012,071
Software license/software as a service		209,112			92,809
Total Revenue		2,438,369			3,104,880
Cost of goods sold		515,303			1,181,509
Gross Profit		1,923,066			1,923,371
Operating expenses:
Research and development expenses		1,120,522			1,680,787
General and administrative expenses		939,712			1,096,042
Sales and marketing expenses		738,875			813,742
Amortization of acquisition intangible assets		125,541			368,120
Goodwill impairment		-			379,038
Intangible asset impairment		-			513,891
Change in fair value of acquisition contingent consideration		33,319			(2,757,530	)
Total operating expenses		2,957,969			2,094,090
Loss from operations before other income		(1,034,903	)		(170,719	)
Other income
Interest income		20,711			51,276
Net Loss	$	(1,014,192	)	$	(119,443	)
Basic and diluted net loss per share	$	(0.06	)	$	(0.01	)
Weighted-average shares used to compute basic and diluted net loss per share		18,164,217			14,730,386

The

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

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THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)

	Shares		Amount		Capital			Deficit			Total
	Common Stock				Additional<br><br> <br>Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance as of July 1, 2024		18,158,217	$	18,158	$	74,559,600	-	$	(63,039,273	)	$	11,538,485
Common stock and stock option based compensation expense		8,000		8		354,259			-			354,267
Stock option-based board of directors expense		-		-		12,460			-			12,460
Net loss		-		-		-	-		(1,014,192	)		(1,014,192	)
Balance as of September 30, 2024		18,166,217	$	18,166	$	74,926,319	-	$	(64,053,465	)	$	10,891,020

THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

	Shares		Amount		Capital			Receivable		Deficit			Total
	Common Stock				Additional Paid-In			Subscription		Accumulated
	Shares		Amount		Capital			Receivable		Deficit			Total
Balance as of July 1, 2023		14,701,929	$	14,702	$	67,854,108		$	-	$	(56,644,978	)	$	11,223,832
Balance		14,701,929	$	14,702	$	67,854,108		$	-	$	(56,644,978	)	$	11,223,832
Common stock subscribed but unissued		-		-		-			2,984,001		-			2,984,001
Common stock issued to vendors		10,900		11		26,925			-		-			26,936
Common stock issued for exercise of options		8,819		9		(9	)		-		-			-
Common stock issued to satisfy contingent acquisition obligations		35,714		36		127,109			-		-			127,145
Common stock and stock option based compensation expense		55,156		55		719,611			-		-			719,666
Stock option-based board of directors expense		-		-		74,101			-		-			74,101
Net loss		-		-		-			-		(119,443	)		(119,443	)
Balance as of September 30, 2023		14,812,518	$	14,813	$	68,801,845		$	2,984,001	$	(56,764,421	)	$	15,036,238
Balance		14,812,518	$	14,813	$	68,801,845		$	2,984,001	$	(56,764,421	)	$	15,036,238

The

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

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THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the Three Months Ended<br> September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,014,192	)	$	(119,443	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		155,594			398,923
Common stock and stock option based compensation for employees and board of directors		366,727			666,620
Accrued non cash performance bonus fair value adjustment		-			(388,734	)
Acquisition contingent consideration fair value adjustment		33,319			(2,757,530	)
Impairment of intangible assets		-			892,929
Issuance of common stock to vendors		-			26,936
Amortization of right-of-use assets		95,389			95,727
Changes in operating assets and liabilities:
Accounts receivable		(148,461	)		251,407
Deferred costs/contract assets		(149,591	)		1,834
Prepaid expenses and other 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 liabilities		375,070			(257,879	)
Lease liabilities		(173,627	)		(176,293	)
Net cash used in operating activities		(425,045	)		(1,683,217	)
Cash flow from investing activities:
Purchases of equipment		(9,456	)		(7,030	)
Net cash used in investing activities		(9,456	)		(7,030	)
Cash flows provided by financing activities:
Cash provided by financing activities		-			-
Net change in cash and cash equivalents		(434,501	)		(1,690,247	)
Cash and cash equivalents, beginning of year		1,848,295			5,619,083
Cash and cash equivalents, end of period	$	1,413,794		$	3,928,836
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	$	-		$	113,182
Common stock subscription receivable	$	-		$	2,984,001

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

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

DESCRIPTION OF BUSINESS

The Glimpse Group, Inc. (“Glimpse”, the “Company”) is an Immersive technology company, providing Virtual Reality (“VR”), Augmented Reality(“AR”) and Spatial Computing software and services. Glimpse’s operating entities are located in the United States and Turkey. The Company was incorporated in the State of Nevada in June 2016.

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.

The Company completed an initial public offering (“IPO”) of its common stock on the Nasdaq Capital Market Exchange on July 1, 2021, under the ticker VRAR.

NOTE

GOING CONCERN

At each reporting period, the Company evaluates whether there are conditions or events that raise doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing expectations for the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

The

Company has incurred recurring losses since its inception, including a net loss of approximately $1.01 million for the three months ended September 30, 2024. In addition, as of September 30, 2024, the Company had an accumulated deficit of $64.05 million. While the Company’s cash flow has improved in recent months, its cash and cash equivalents as of September 30, 2024 may not be sufficient to fund operations and other commitments for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. Accordingly, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these condensed consolidated financial statements.

Outside of potential revenue growth generated by the Company, in order to restore the going concern the Company may take actions which could include but are not limited to: further cost reductions, equity or debt financings and restructuring of potential future cash contingent acquisition liabilities. There is no assurance that these actions will be taken or be successful if pursued.

The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described.

Potentialliquidity resources

Potential

liquidity resources may include the further sale of common stock pursuant to the unused portion of the $100 million S-3 registration statement filed with the SEC on October 28, 2022. Such financing may not be available on terms favorable to the Company, or at all.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

NASDAQ LISTING NOTIFICATION

On

September 3, 2024, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for the prior 30 consecutive business days, the Company no longer meets the minimum bid price requirement for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq Marketplace rules, the Company has a period of 180 calendar days from September 3, 2024, or until March 3, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 3, 2025, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

The Company’s receipt of the notification letter has no immediate effect on the listing of the Company’s shares, which will continue to trade uninterrupted on Nasdaq under the ticker “VRAR”. In addition, it does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. In order to regain compliance with the Minimum Bid Price Requirements, the Company and its Board of Directors are reviewing various potential measures. The Company is not considering a reverse stock split at this time.

NOTE

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2024, the results of operations for the three months ended September 30, 2024 and 2023, and cash flows for the three months ended September 30, 2024 and 2023. The financial data and other information disclosed in these notes to the interim condensed financial statements related to these periods are unaudited. The results for the three months ended September 30, 2024 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2025 or for any subsequent periods. The condensed consolidated balance sheet at June 30, 2024 has been derived from the audited consolidated financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended June 30, 2024.

Principlesof Consolidation

The accompanying condensed consolidated financial statements include the balances of Glimpse and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Useof Accounting Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The principal estimates relate to the valuation of allowance for doubtful accounts, stock options, warrants, revenue recognition, allocation of the purchase price of assets relating to business combinations, calculation of contingent consideration for acquisitions, fair value of intangible assets and goodwill impairment.

Cashand Cash Equivalents

Cash and equivalents represent cash and short-term, highly liquid investments, that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, with maturities three months or less at the date of purchase.

AccountsReceivable

Accounts receivable consists primarily of amounts due from customers under normal trade terms. We recognize accounts receivable at the amount we expect to collect from our customers. We provide an allowance for credit losses to reflect the estimated amount of accounts receivable that may not be collectible. We determine the allowance for credit losses through a combination of specific identification of troubled accounts, historical loss experience, industry trends, current market conditions, and customer creditworthiness. The allowance for credit losses is adjusted periodically to reflect changes in these factors. As of September 30 and June 30, 2024 no allowance for doubtful accounts was recorded as all amounts were considered collectible.

CustomerConcentration and Credit Risk

Three customers accounted for approximately 65% (28%, 19% and 17%, respectively) of the Company’s accounts receivable at September 30, 2024. Two of the same customers and a different customer accounted for approximately 49% (21%, 16% and 12%, respectively) of the Company’s accounts receivable at June 30, 2024.

Two customers accounted for approximately 57% (29% and 28%, respectively) of the Company’s total gross revenues during the three months ended September 30, 2024. One of the same customers and a different customer accounted for approximately 50% (33% and 17%, respectively) of the Company’s total gross revenues during the three months ended September 30, 2023.

The Company maintains cash in accounts that, at times, may be in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on such accounts.

BusinessCombinations

The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Acquisition accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is typically one year from the acquisition date, if new information is obtained about facts and circumstances that existed as of the acquisition date, changes in the estimated values of the net assets recorded may change the amount of the purchase price allocated to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations. At times, the Company engages the assistance of valuation specialists in determining fair values of assets acquired and liabilities assumed in a business combination.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangibleassets (other than Goodwill)

Intangible assets include developed technology purchased. Intangible assets are stated at allocated cost less accumulated amortization and less impairments. Amortization is computed using the straight-line method over the estimated useful lives of the related assets. The Company reviews intangibles, being amortized, for impairment when current events indicate that the fair value may be less than the carrying value.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired.

Impairmentof Long-Lived Assets

The Company reviews long-lived assets to be held and used, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cashflows directly associated with the asset are compared with the asset’s carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value.

FairValue of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

● Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current, and contingent consideration, non-current, in the Company’s condensed consolidated balance sheets as of September 30 and June 30, 2024. Contingent consideration has been recorded at its fair values using unobservable inputs and have included, at the time of acquisition, using the Monte Carlo simulation option pricing framework, incorporating contractual terms and assumptions regarding financial forecasts, discount rates, and volatility of forecasted revenue. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with, at times, the assistance of a third-party valuation specialist.

The Company’s other financial instruments consist primarily of accounts receivable, accounts payable, and other liabilities, and approximate fair value due to the short-term nature of these instruments.

RevenueRecognition

Nature of Revenues

The Company reports its revenues in two categories:

●	Software<br> Services: VR, AR and Spatial Computing projects, solutions and consulting services.
●	Software<br> License and Software-as-a-Service (“SaaS”): VR, AR or Spatial Computing software<br> that is sold either as a license or as a SaaS subscription.
---	---

The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

●	identify<br> the contract with a customer;
●	identify<br> the performance obligations in the contract;
●	determine<br> the transaction price;
●	allocate<br> the transaction price to performance obligations in the contract;
●	recognize<br> revenue as the performance obligation is satisfied;
●	determine<br> that collection is reasonably assured.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer or service is performed and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A portion of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Other contracts can include various services and products which are at times capable of being distinct, and therefore may be accounted for as separate performance obligations.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

For distinct performance obligations recognized at a point in time, any unrecognized portion of revenue and any corresponding unrecognized expenses are presented as deferred revenue and deferred costs, respectively, in the accompanying condensed consolidated balance sheets. Contract assets include payroll costs and may include payments to consultants and vendors.

For distinct performance obligations recognized over time, the Company records a contract asset (costs in excess of billings) when revenue is recognized prior to invoicing, or a contract liability (billings in excess of costs) when revenue is recognized subsequent to invoicing.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Significant Judgments

The Company’s contracts with customers may include promises to transfer multiple products/services. Determining whether products/services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Further, judgment may be required to determine the standalone selling price for each distinct performance obligation.

Disaggregation of Revenue

The Company generated revenue for the three months ended September 30, 2024 and 2023 by delivering: (i) Software Services, consisting primarily of VR/AR/Spatial Computing software projects, solutions and consulting services, and (ii) Software Licenses & SaaS, consisting primarily of VR, AR and Spatial Computing software licenses or SaaS. The Company currently generates its revenues primarily from customers in the United States.

Revenue for a significant portion of Software Services projects and solutions (projects whereby, the development of the project leads to an identifiable asset with an alternative use to the Company) is recognized at the point of time in which the customer obtains control of the project, customer accepts delivery and confirms completion of the project. Certain other Software Services revenues are custom project solutions (projects whereby, the development of the custom project leads to an identifiable asset with no alternative use to the Company, and, in which, the Company also has an enforceable right to payment under the contract) and are therefore recognized based on the percentage of completion using an input model with a master budget. The budget is reviewed periodically and percentage of completion adjusted accordingly.

Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis.

Revenue for Software Licenses is recognized at the point of time in which the Company delivers the software and customer accepts delivery. Software Licenses often include third party components that are a fully integrated part of the Software License stack and are therefore considered as one deliverable and performance obligation. If there are significant contractually stated ongoing service obligations to be performed during the term of the Software License or SaaS contract, then revenues are recognized ratably over the term of the contract.

Timing of Revenue

The timing of revenue recognition for the years ended June 30, 2024 and 2023 was as follows:

SCHEDULE

OF TIMING REVENUE RECOGNITION

	2024		2023
	For the Three Months Ended
	September 30,
	2024		2023
Products and services transferred at a point in time	$	2,183,830	$	2,475,603
Products and services transferred/recognized over time		254,539		629,277
Total Revenue	$	2,438,369	$	3,104,880

Remaining Performance Obligations

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company generally records a receivable/contract asset when revenue is recognized prior to invoicing, or deferred revenue/contract liability when revenue is recognized subsequent to invoicing.

For certain Software Services project contracts the Company invoices customers after the project has been delivered and accepted by the customer. Software Service project contracts typically consist of designing and programming software for the customer. In most cases, there is only one distinct performance obligation, and revenue is recognized upon completion, delivery and customer acceptance. Contracts may include multiple distinct projects that can each be implemented and operated independently of subsequent projects in the contract. In such cases, the Company accounts for these projects as separate distinct performance obligations and recognizes revenue upon the completion of each project or obligation, its delivery and customer acceptance.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For contracts recognized over time, contract liabilities include billings invoiced for software projects for which the contract’s performance obligations are not complete.

For certain other Software Services project contracts, the Company invoices customers for a substantial portion of the project upon entering into the contract due to their custom nature and revenue is recognized based upon percentage of completion. Revenue recognized subsequent to invoicing is recorded as a deferred revenue/contract liability (billings in excess of cost) and revenue recognized prior to invoicing is recorded as a deferred cost/contract asset (cost in excess of billings).

For Software Services consulting or retainer contracts, the Company generally invoices customers monthly at the beginning of each month in advance for services to be performed in the following month. The sole performance obligation is satisfied when the services are performed. Software Services consulting or retainer contracts typically consist of ongoing support for a customer’s software or specified business practices.

For Software License contracts, the Company generally invoices customers when the software has been delivered to and accepted by the customer, which is also when the performance obligation is satisfied. For SaaS contracts, the Company generally invoices customers in advance at the beginning of the service term.

For multi-period Software License contracts, the Company generally invoices customers annually at the beginning of each annual coverage period. Software License contracts consist of providing clients with software designed by the Company. For Software License contracts, there are generally no ongoing support obligations unless specified in the contract (becoming a Software Service).

Unfulfilled

performance obligations represent amounts expected to be earned by the Company on executed contracts. As of September 30, 2024 and 2023, the Company had approximately $5.56 million and $1.07 million, respectively, in unfulfilled performance obligations.

EmployeeStock-Based Compensation

The Company recognizes stock-based compensation expense related to grants to employees or service providers based on grant date fair values of common stock or the stock options, which are amortized over the requisite period, as well as forfeitures as they occur.

The Company values the options using the Black-Scholes Merton (“Black Scholes”) method utilizing various inputs such as expected term, expected volatility and the risk-free rate. The expected term reflects the application of the simplified method, which is the weighted average of the contractual term of the grant and the vesting period for each tranche. Expected volatility is based upon historical volatility for a rolling previous year’s trading days of the Company’s common stock. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected life of the award.

Researchand Development Costs

Research and development expenses are expensed as incurred, and include payroll, employee benefits and stock-based compensation expense. Research and development expenses also include third-party development and programming costs. Given the emerging industry and uncertain market environment the Company operates in, research and development costs are not capitalized.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ForeignCurrency

Assets and liabilities recorded in foreign currency are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process, which are deminimis, are recorded in general and administrative expenses on the consolidated statement of operations.

IncomeTaxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, IncomeTaxes, or ASC 740, also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest for the three months ended September 30, 2024 and 2023. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

EarningsPer Share

Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options, warrants and convertible debt.

RecentAccounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning July 1, 2025. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS

PulpoAR,LLC (“Pulpo”)

During

the three months ended September 30, 2023 a decision was made by the Company to divest the operations of its wholly owned subsidiary Pulpo due to poor revenue performance and non-strategic alignment. Accordingly, the fair value of intangible assets, including goodwill, originally recorded at the time of the purchase, were determined to be to be zero. The net assets of $0.89

million

(consisting of intangible assets - technology with net book value of $0.51

million

and goodwill of $0.38 million) were written-off and were included in goodwill impairment and intangible asset impairment on the condensed consolidated statement of operations for the three months year ended September 30, 2023.

For

the three months ended September 30, 2023, Pulpo had revenue of $0.07 million and net loss of $0.25 million (exclusive of the goodwill and intangible asset impairment write-off), reported in the condensed consolidated statements of operations.

The divestiture did not have a material impact on the Company’s operations or financial results.

NOTE

GOODWILL AND INTANGIBLE ASSETS

The composition of goodwill as of September 30 and June 30, 2024 is as follows:

SCHEDULE OF COMPOSITION OF GOODWILL

	As of September 30 and June 30, 2024
	XRT		BLI		Total
Goodwill	$	300,000	$	10,557,600	$	10,857,600

Intangible assets, their respective amortization period, and accumulated amortization as of September 30 and June 30, 2024 are as follows:

SCHEDULE

OF INTANGIBLE ASSETS, AMORTIZATION PERIOD AND ACCUMULATED AMORTIZATION

	XR Terra		BLI			inciteVR			Total
	As of September 30, 2024
	Value ()											Amortization Period (Years)
	XR Terra		BLI			inciteVR			Total
Intangible Assets
Technology				880,000			326,435			1,506,435			3
Less: Accumulated Amortization		)		(635,546	)		(208,563	)		(1,144,109	)
Intangible Assets, net			$	244,454		$	117,872		$	362,326

All values are in US Dollars.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	XR Terra		BLI			inciteVR			Total
	As of June 30, 2024
	Value ()											Amortization Period (Years)
	XR Terra		BLI			inciteVR			Total
Intangible Assets
Technology				880,000			326,435			1,506,435			3
Less: Accumulated Amortization		)		(562,214	)		(181,359	)		(1,018,568	)
Intangible Assets, net			$	317,786		$	145,076		$	487,867

All values are in US Dollars.

Intangible

asset amortization expense for the three months ended September 30, 2024 and 2023 was approximately $0.13 million and $0.37 million, respectively.

Estimated intangible asset amortization expense for the remaining lives as of September 30, 2024 are as follows:

SCHEDULE OF INTANGIBLE ASSET AMORTIZATION EXPENSE

Years Ended June 30,
2025 (remaining 9 months)	$	302,000
2026	$	60,000

NOTE

FINANCIAL INSTRUMENTS

Cashand Cash Equivalents

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of September 30, and June 30, 2024, the Company’s cash and cash equivalents were as follows:

SCHEDULE OF CASH AND CASH EQUIVALENTS AND INVESTMENTS

	As of September 30, 2024
	Cost		Unrealized <br><br>Gain (Loss)		Fair Value		Cash and Cash<br><br> Equivalents
Cash	$	214,394	$	-		-	$	214,394
Level 1:
Money market funds		1,199,400		-	$	1,199,400		1,199,400
Total cash and cash equivalents	$	1,413,794	$	-	$	1,199,400	$	1,413,794
	As of June 30, 2024
---	---	---	---	---	---	---	---	---
	Cost		Unrealized<br><br> Gain (Loss)		Fair Value		Cash and Cash<br><br> Equivalents
Cash	$	109,659	$	-		-	$	109,659
Level 1:
Money market funds		1,738,636		-	$	1,738,636		1,738,636
Total cash and cash equivalents	$	1,848,295	$	-	$	1,738,636	$	1,848,295

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ContingentConsideration

As of September 30, and June 30, 2024, the Company’s contingent consideration liabilities related to acquisitions are categorized as Level 3 within the fair value hierarchy. Contingent consideration was valued at September 30, and June 30, 2024 using unobservable inputs, primarily internal revenue forecasts. Contingent consideration was valued at the time of acquisitions using unobservable inputs and have included using the Monte Carlo simulation model. This model incorporated revenue volatility, internal rate of return, and a risk-free rate. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance, at times, of a third-party valuation specialist.

As of September 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows:

SCHEDULE

OF FAIR VALUE OF CONTINGENT CONSIDERATION

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of September 30, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI		1,264,200		-			1,650,290			2,914,490		2,914,490
Contingent consideration, current - XRT		-		(499,288	)		499,288			-		-
Total contingent consideration, current portion	$	1,264,200	$	-		$	1,650,290		$	2,914,490	$	2,914,490
Level 3:
Contingent consideration, non-current - BLI		6,060,700		(1,497,894	)		(4,562,806	)		-		-
Total contingent consideration, net of current portion	$	6,060,700	$	(1,497,894	)	$	(4,562,806	)	$	-	$	-

Revenue projections for Brightline Interactive, LLC (“BLI”) are expected to trigger potential additional gross consideration of $3.0 million over the remainder of the contingent consideration payout period ending in July 2025, payable in cash. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote. Accordingly, contingent consideration remaining for the BLI acquisition at September 30, 2024 is calculated at the present value of the estimated remaining $3.0 million cash discounted at risk-free interest rates from the estimated payment dates. The range of potential additional contingent consideration related to BLI in excess of the amounts reflected on the balance sheet at September 30, 2024 is zero to $10.0 million (which is considered remote and no provision is made for it), of which up to $7.5 million is in cash and the remainder in the form of Company common stock (with share conversion at a $7.00 per share floor price).

The

change in fair value of contingent consideration for BLI for the three months ended September 30, 2024 was a non-cash expense of approximately $0.07 million included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This reflects the change in the time value of money related to the present value of payment calculation.

The

change in fair value of contingent consideration for XR Terra, LLC (“XRT”) for the three months ended September 30, 2024 was a non-cash gain of approximately $0.04 million included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This reflects the reversal of the estimated final consideration payment related to the acquisition of XRT. The contingent consideration payout period ended September 2024.

As of June 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows:

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of June 30, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI	$	1,264,200	$	-		$	167,561		$	1,431,761	$	1,431,761
Contingent consideration, current - XRT		-		(499,288	)		535,002			35,714		35,714
Total contingent consideration, current portion	$	1,264,200	$	(499,288	)	$	702,563		$	1,467,475	$	1,467,475
Level 3:
Contingent consideration, non-current - BLI	$	6,060,700	$	(1,497,894	)	$	(3,149,110	)	$	1,413,696	$	1,413,696
Total contingent consideration, net of current portion	$	6,060,700	$	(1,497,894	)	$	(3,149,110	)	$	1,413,696	$	1,413,696

Revenue

projections for BLI are expected to trigger potential additional gross consideration of $3.0 million over the remainder of the contingent consideration payout period ending in July, 2025, payable in cash. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote. Accordingly, contingent consideration remaining for the BLI acquisition at June 30, 204 is calculated at the present value of the estimated remaining $3.0 million cash discounted at risk-free interest rates from the estimated payment dates.

The contingent consideration related to XRT at June 30, 2024 represents an accrual for anticipated achievement of an additional revenue threshold though the end of the contingent consideration period September 2024.

The

change in fair value of contingent consideration for the three months ended September 30, 2023 was a non-cash gain of approximately $2.76 million included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This was primarily driven by changes in the Company’s common stock price between the measurement dates and revisions to revenue projections for BLI and Sector 5 Digital, LLC (“S5D”).

NOTE

DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES

As of

September and June 30, 2024, deferred costs/contract assets totaling $320,372 and $170,781, respectively, consists of costs deferred under contracts not completed and recognized at a point in time ($288,014 and $135,057, respectively), and costs in excess of billings under contracts not completed and recognized over time ($32,358 and $35,724, respectively). As of September and June 30, 2024, deferred revenue/contract liabilities, totaling $447,858 and $72,788, respectively, consists of revenue deferred under contracts not completed and recognized at a point in time ($447,858 and $72,788, respectively), and billings in excess of costs under contracts not completed and recognized over time ($0 and $0 respectively).

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table shows the reconciliation of the costs in excess of billings and billings in excess of costs for contracts recognized over time:

SCHEDULE

OF RECONCILIATION OF COST IN EXCESS OF BILLING FOR CONTRACT RECOGNIZED OVER TIME

	As of <br><br>September 30, 2024		As of <br><br>June 30, 2024
Cost incurred on uncompleted contracts	$	108,585	$	106,035
Estimated earnings		99,773		105,689
Earned revenue		208,358		211,724
Less: billings to date		176,000		176,000
Billings in excess of costs, net	$	32,358	$	35,724
Balance Sheet Classification
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts	$	32,358	$	35,724
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts		-		-
Billings in excess of costs, net	$	32,358	$	35,724

NOTE

EQUITY

SecuritiesPurchase Agreement (“SPA”)

On

September 28, 2023, the Company entered into a SPA with certain institutional investors to sell 1,885,715 shares of common stock for approximately $3.30 million (at $1.75 per share). The Company realized net proceeds (after underwriting, professional fees and listing expenses) of $2.98 million on October 3, 2023. The net proceeds are recorded as a subscription receivable on the condensed consolidated statement of stockholders’ equity for the three months ended September 30, 2023.

The

SPA shares were issued on October 3, 2023. Simultaneously, the exercise price on warrants to purchase 750,000 shares of common stock originally issued pursuant to a SPA entered into in November 2021 were repriced from $14.63 per share to $1.75 per share.

CommonStock Issued

Commonstock issued to Employees as Compensation

During

the three months ended September 30, 2024, the Company issued 8,000 shares of common stock to an employee as compensation and recorded share-based compensation of approximately $0.01 million in sales and marketing expenses on the condensed consolidated statement of operations.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During

the three months ended September 30, 2023, the Company issued approximately 55,000 shares of common stock to various employees as compensation and recorded share-based compensation of approximately $0.20 million in general and administrative and sales and marketing expenses on the condensed consolidated statement of operations.

Commonstock issued to Vendors

During

the three months ended September 30, 2023, the Company issued approximately 11,000 shares of common stock to various vendors for services performed and recorded share-based compensation of approximately $0.03 million, primarily in sales and marketing expenses on the condensed consolidated statement of operations.

Commonstock issued for Exercise of Stock Options

During the three months ended September 30, 2023, the Company issued approximately 9,000 shares of common stock in cashless transactions upon exercise of the respective option grants and realized cash proceeds of zero.

Commonstock issued to satisfy Contingent Acquisition Obligations

During

the three months ended September 30, 2023, the Company issued approximately 36,000 shares of common stock, with a fair value of approximately $0.13 million, to satisfy a contingent acquisition obligation for the achievement of a revenue performance milestone by XRT.

Warrants

In connection with the July 2021 IPO and the November 2021 SPA, the Company issued warrants, which are exercisable into Company common shares on a one-for-one basis, as detailed below. No warrants have been exercised since issuance. The warrants are not publicly traded.

SCHEDULE

OF WARRANTS OUTSTANDING

		Exercise Price		Expiration Date
July 2021 IPO	87,500	$	7.00	June 2026
November 2021 SPA	555,000	$	1.75	November 2026
November 2021 SPA	195,000	$	1.75	May 2027
Total	837,500

EmployeeStock-Based Compensation

StockOption issuance to Executives

In

February 2023, pursuant to the Equity Incentive Plan, the Company granted certain executive officers 2.20 million stock options as a long-term incentive. The options have an exercise price of $7.00 per share. 0.22 million of these options vest ratably over four years (“Initial Options”). The remainder (“Target Options”) vest in fixed amounts based on achieving various revenue or common stock prices within seven years of grant date. Given the Company’s current stock price and revenue, the Company views the achievement of the milestones that would trigger vesting of the Target Options as remote.

EquityIncentive Plan

The

Company’s 2016 Equity Incentive Plan (the “Plan”), as amended, has approximately 12.2 million common shares reserved for issuance. As of September 30, 2024, there were approximately 5.6 million shares available for issuance under the Plan. The shares available are after the granting of 1.98 million shares of executive Target Options.

The Company recognizes compensation expense relating to awards ratably over the requisite period, which is generally the vesting period.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock options have been recorded at their fair value. The Black-Scholes option-pricing model assumptions used to value the issuance of stock options under the Plan for the specific periods below are noted in the following table:

SCHEDULE

OF STOCK OPTION FAIR VALUE ASSUMPTION

	2024			2023
	For the Three Months Ended<br> September 30,
	2024			2023
Weighted average expected terms (in years)		6.0			6.5
Weighted average expected volatility		99.5	%		97.8	%
Weighted average risk-free interest rate		4.4	%		4.6	%
Expected dividend yield		0.0	%		0.0	%

The

grant date fair value for options granted during the three months ended September 30, 2024 and 2023 was approximately $0.10 million and $0.40 million, respectively.

The following is a summary of the Company’s stock option activity for the three months ended September 30, 2024 and 2023, excluding the executive Target Options:

SUMMARY

OF STOCK OPTION ACTIVITY

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2024		3,643,880		$	3.95		6.5	$	-
Options Granted		147,000			2.50		9.8		-
Options Exercised		-			-		0.0		-
Options Forfeited / Cancelled		(276,488	)		4.15		8.5		-
Outstanding at September 30, 2024		3,514,392		$	3.88		6.2	$	-
Exercisable at September 30, 2024		1,979,073		$	4.03		4.9	$	-

The

above table excludes executive Target Options: 1,980,000 granted, $7.00 exercise price, 8.4 remaining term in years, no intrinsic value. Vesting of these is considered remote.

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2023		6,128,381		$	4.84		7.0	$	1,676,966
Options Granted		259,747			2.57		10.0		102,407
Options Exercised		(25,000	)		2.00		3.1		22,741
Options Forfeited / Cancelled		(609,977	)		4.79		6.9		102,407
Outstanding at September 30, 2023		5,753,151		$	4.76		7.0	$	-
Exercisable at September 30, 2023		3,585,072		$	4.16		5.6	$	-

The

above table excludes executive Target Options: 2,100,000 granted (includes 120,000 attributable to an executive who resigned in July 2024), $7.00 exercise price, 9.7 remaining term in years, no intrinsic value. Vesting of these is considered remote.

The

intrinsic value of stock options at September 30, 2024 and 2023 was computed using a fair market value of the common stock of $0.76 per share and $1.84 per share, respectively.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s stock option-based expense for the three months ended September 30, 2024 and 2023 consisted of the following:

SCHEDULE

OF STOCK OPTION BASED EXPENSE

	2024		2023
	For the Three Months Ended
	September 30,
	2024		2023
Stock option-based expense:
Research and development expenses	$	139,190	$	271,129
General and administrative expenses		113,008		97,726
Sales and marketing expenses		94,068		153,424
Board option expense		12,460		74,101
Total	$	358,726	$	596,380

There is no expense included for the executive officers’ Target Options.

At

September 30, 2024 total unrecognized compensation expense to employees, board members and vendors related to stock options was approximately $2.06 million (excluding executive Target Options of $8.53 million) and is expected to be recognized over a weighted average period of 1.88 years (which excludes the executive Target Options).

NOTE

EARNINGS PER SHARE

The following table presents the computation of basic and diluted net loss per common share:

SCHEDULE

OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE

	2024			2023
	For the Three Months Ended
	September 30,
	2024			2023
Numerator:
Net loss	$	(1,014,192	)	$	(119,443	)
Denominator:
Weighted-average common shares outstanding for basic and diluted net loss per share		18,164,217			14,730,386
Basic and diluted net loss per share	$	(0.06	)	$	(0.01	)

Potentially dilutive securities, on a weighted average basis, that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive are as follows (in common equivalent shares):

SCHEDULE

OF ANTI_DILUTIVE POTENTIALLY DILUTIVE SECURITIES


Stock options	5,994,282	7,853,151
Warrants	837,500	837,500
Total	6,831,782	8,690,651

Stock

options include 1,980,000 and 2,100,000 executive Target Options as of June 30, 2024 and 2023, respectively.

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

COMMITMENTS AND CONTINGENCIES

LeaseCosts

The

Company made cash payments for all operating leases for the three months ended September 30, 2024 and 2023, of approximately $0.19 million and $0.20 million, respectively, which were included in cash flows from operating activities within the condensed consolidated statements of cash flows. As of September 30, 2024, the Company’s operating leases have a weighted average remaining lease term of 1.03 years and weighted average discount rate of 8.56%.

The

total rent expense for all operating leases for the three months ended September 30, 2024 and 2023, was approximately $0.11 million and $0.11 million, respectively, with short-term leases making up an immaterial portion of such expenses.

LeaseCommitments

The Company has various operating leases for its offices. These existing leases have remaining lease terms ranging from approximately 0 to 2 years. Certain lease agreements contain options to renew, with renewal terms that generally extend the lease terms by 1 to 3 years for each option. The Company determined that none of its current leases are reasonably certain to renew.

Future approximate undiscounted lease payments for the Company’s operating lease liabilities and a reconciliation of these payments to its operating lease liabilities as of September 30, 2024 are as follows:

SCHEDULE

OF UNDISCOUNTED LEASE PAYMENTS

Years Ended June 30,
2025 (9 remaining months)		217,000
2026		185,000
Total future minimum lease commitments, including short-term leases		402,000
Less: future minimum lease payments of short -term leases		(8,000	)
Less: imputed interest		(24,000	)
Present value of future minimum lease payments, excluding short term leases	$	370,000
Current portion of operating lease liabilities	$	233,000
Non-current portion of operating lease liabilities		137,000
Total operating lease liability	$	370,000

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THE

GLIMPSE GROUP, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ContingentConsideration for Acquisitions

Contingent consideration for acquisitions, consists of the following as of September 30 and June 30, 2024, respectively (see Note 7):

SCHEDULE

OF CONTINGENT CONSIDERATION FOR ACQUISITIONS

	As of September 30,		As of June 30,
	2024		2024
BLI, current portion	$	2,914,490	$	1,431,761
XRT		-		35,714
Subtotal current portion		2,914,490		1,467,475
BLI, net of current portion		-		1,413,696
Total contingent consideration for acquisitions	$	2,914,490	$	2,881,171

S5D has significantly underperformed revenue expectations that were employed to determine fair value at acquisition. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote and all earned consideration has been paid. Accordingly, there is no future contingent consideration recorded related to the S5D acquisition as of September 30 and June 30, 2024. The range of potential additional contingent consideration related to S5D in excess of the amounts reflected on the balance sheet at September 30, 2024 is zero to $10.0 million (which is considered remote and no provision is made for it) in the form of Company common stock (with share conversion at a $7.00 per share floor price). The contingent consideration payout period ends January 2025.

The range of potential contingent consideration related to the previous divestiture of AUGGD assets at September 30, 2024 is zero to $0.20 million (which is considered remote and no provision is made for it) payable in the form of Company common stock (with share conversion at a $7.00 per share floor price). The contingent consideration payout period ends December 2024.

PotentialFuture Distributions Upon Divestiture or Sale

In some instances, upon a divestiture or sale of a subsidiary company or capital raise into subsidiary company, the Company is contractually obligated to distribute a portion of the net proceeds or capital raise to the senior management team of the divested subsidiary company.

NOTE

SUBSEQUENT EVENTS

As part of its previously announced strategic realignment around Spatial Core and divestiture of non-core assets, effective October 1, 2024, the Company divested the business of its wholly owned subsidiary company QReal, LLC (“QReal”) and its related operating entity GLIMPSE GROUP YAZILIM VE ARGE TİCARET ANONİM ŞİRKET (“Glimpse Turkey”) in a management buyout by the current General Manager of QReal (the “Divestiture”).

The Company does not expect material changes to its expected revenues for years ended June 30, 2025 and 2026.

The

Company retains the revenues from QReal’s largest customer in full until such time that the Company has collected and retained $1.35 million net cash in the aggregate, after taking into account all related operating expenses and fees (the “Milestone”). After satisfaction of the Milestone, the Company will receive a monthly cash revenue share for a period of 18 months in relation to any revenues generated from this same customer.

The

Company was issued a $1.56 million senior secured convertible note by the purchasing (“New”) entity. Principal payback is tied directly to revenue collected by New entity (separate from the Milestone). The note converts to New entity equity upon certain equity capital raising of New entity, as defined. In addition, the Company was issued a 10% equity stake in New entity.

The

approximate assets and liabilities to be divested from this transaction included on the condensed consolidated balance sheet as of September 30, 2024 were $0.14 million and $0.10 million, respectively. It is estimated that the Company will record a loss of approximately $0.10 million on the transaction when the accounting is finalized in the quarter ended December 31, 2024.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Thefollowing discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financialcondition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements andrelated notes included in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto, and related disclosures,as of and for the fiscal year ended June 30, 2024, which are included in our Annual Report on Form 10-K for the fiscal year ended June30, 2024 filed with the Securities and Exchange Commission (the “SEC”). Unless the context requires otherwise, referencesin this Quarterly Report on Form 10-Q to “we,” “us,” “our” or “the Company,” refer toThe Glimpse Group, Inc., a Nevada corporation and its entities.

CautionaryStatement Regarding Forward-Looking Statements

Theinformation in this discussion contains forward-looking statements and information within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the“Exchange Act”), which are subject to the “safe harbor” created by those sections. These forward-looking statementsinclude, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projectedcosts, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,”“expects,” “intends,” “may,” “plans,” “projects,” “will,” “would”and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain theseidentifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements andyou should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risksand uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, withoutlimitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal yearended June 30, 2024 filed with the SEC and in our other filings with the SEC. The forward-looking statements are applicable only as ofthe date on which they are made, and we do not assume any obligation to update any forward-looking statements.

Overview

We are an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services. Glimpse’s operating entities are located primarily in the United States. We believe that we offer significant exposure to the rapidly growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.

Our ecosystem of Immersive technology entities, collaborative environment and diversified business model aims to simplify the challenges faced by companies in the emerging Immersive technology industry, create scale, build operational efficiencies, reduce time to market and enhance go-to-market synergies, while simultaneously providing investors an opportunity to invest directly via a diversified infrastructure.

The Immersive technology industry is an early-stage technology industry with nascent markets. We believe that this industry has significant growth potential across verticals, may be transformative, and that our diversified ecosystem create important competitive advantages. We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Media & Entertainment, Corporate Events and Social VR support groups and therapy. We focus primarily on the business-to-business (B2B) and business-to-business-to-consumer (B2B2C) segments and we are hardware agnostic.

In fiscal year 2024, we shifted our businesses focus to providing immersive technology solutions software and services (“Strategic Shift”) that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (AI), which we refer to as “Spatial Core.” While this transition is still ongoing, we believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us.

At the time of this filing, we have approximately 45 full time employees, primarily software developers, engineers and 3D artists.

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The Glimpse Group, Inc. was incorporated in June 2016 under the laws of the State of Nevada, and is headquartered in New York, New York.

Business Organization Chart (as of September 30, 2024):

SignificantTransactions

Divestiture

Subsequent to period end, as part of our strategic realignment around Spatial Core and divestiture of non-core assets, on October 7, 2024 the Company announced that, effective on October 1, 2024, it had entered into an agreement to divest the business of its wholly owned subsidiary company QReal, LLC (“QReal”) and its related operating entity GLIMPSE GROUP YAZILIM VE ARGE TİCARET ANONİM ŞİRKET in a management buyout by then General Manager of QReal (the “Divestiture”).

Pursuant to the Divestiture, we retain the contract and resulting revenues from QReal’s largest customer in full until such time that we have collected and retained $1.35 million net cash in the aggregate, after taking into account all related operating expenses and fees (the “Milestone”). After satisfaction of the Milestone, we will receive a monthly cash revenue share for a period of 18 months in relation to any revenues generated from this same customer. In connection with the Divestiture, we were also issued (i) a $1.56 million senior secured convertible note in the new independent entity and (ii) a minority equity stake in the new independent entity. Principal payback on the senior secured convertible note is tied directly to revenue collected by the new entity (separate from the Milestone).

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FinancialHighlights for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Resultsof Operations

The following table sets forth our results of operations for the three months ended September 30, 2024 and 2023:

SummaryP&L

	For the Three Months Ended
	September 30,						Change
	2024			2023					%
	(in millions)
Revenue	$	2.44		$	3.10			)		-21	%
Cost of Goods Sold		0.52			1.18			)		-56	%
Gross Profit		1.92			1.92					0	%
Total Operating Expenses		2.96			2.09					42	%
Loss from Operations before Other Income		(1.04	)		(0.17	)		)		-512	%
Other Income		0.02			0.05			)		60	%
Net Loss	$	(1.02	)	$	(0.12	)		)		-750	%

All values are in US Dollars.

Revenue

	For the Three Months Ended
	September 30,				Change
	2024		2023				%
	(in millions)
Software Services	$	2.23	$	3.01		)		-26	%
Software License/Software as a Service		0.21		0.09				133	%
Total Revenue	$	2.44	$	3.10		)		-21	%

All values are in US Dollars.

Total revenue for the three months ended September 30, 2024 was approximately $2.44 million compared to approximately $3.10 million for the three months ended September 30, 2023, a decrease of approximately 21%. The decrease reflects our Strategic Shift, which has resulted in a significant turnover in our historical customer base and the divestiture of, and consolidation of, several of our entities.

We break out our revenues into two main categories - Software Services and Software License.

●	Software<br> Services revenues are primarily comprised of Immersive technology projects, services related<br> to our software licenses and consulting retainers.
●	Software<br> License revenues are comprised of the sale of our internally developed Immersive technology<br> software as licenses or as software-as-a-service (SaaS).
---	---

For the three months ended September 30, 2024, Software Services revenue was approximately $2.23 million compared to approximately $3.01 million for the three months ended September 30, 2023, a decrease of approximately 26%. The decrease reflects our Strategic Shift and the divestiture of, and consolidation of, several of our entities.

For the three months ended September 30, 2024, Software License revenue was approximately $0.21 million compared to approximately $0.09 million for the three months ended September 30, 2023. The increase was due to the addition of one significant customer in 2024.

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CustomerConcentration

GrossProfit

	For theThree Months Ended
	September 30,						Change
	2024			2023					%
	(in millions)
Revenue	$	2.44		$	3.10			)		-21	%
Cost of Goods Sold		0.52			1.18			)		-56	%
Gross Profit		1.92			1.92					0	%
Gross Profit Margin		79	%		62	%

All values are in US Dollars.

Gross profit was approximately 79% for the three months ended September 30, 2024 compared to approximately 62% for the three months ended September 30, 2023. The increase was driven by our Strategic Shift, which is less reliant on outside contractors’ costs and higher Software License revenues.

For the three months ended September 30, 2024 and 2023, internal staffing was approximately $0.43 million (83% of total cost of goods sold) and approximately $0.65 million (55% of total cost of goods sold), respectively. The increase in internal staffing as a percentage of total cost of goods sold was due to our Strategic Shift.

OperatingExpenses

	For theThree Months Ended
	September 30,					Change
	2024		2023					%
	(in millions)
Research and development expenses	$	1.12	$	1.68			)		-33	%
General and administrative expenses		0.94		1.10			)		-15	%
Sales and marketing expenses		0.74		0.81			)		-9	%
Amortization of acquisition intangible assets		0.13		0.37			)		-65	%
Intangible asset impairment		-		0.89			)		N/A
Change in fair value of acquisition contingent consideration		0.03		(2.76	)				-101	%
Total Operating Expenses	$	2.96	$	2.09					42	%

All values are in US Dollars.

Operating expenses for the three months ended September 30, 2024 were approximately $2.96 million compared to approximately $2.09 million for the three months ended September 30, 2023, an increase of approximately 42%. The increase reflects expense reductions driven by reduced revenue and non-strategic business divestitures more than offset by the non-cash 2023 gain in change in fair value of acquisition contingent consideration not occurring in 2024.

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Research and Development

Research and development expenses for the three months ended September 30, 2024 were approximately $1.12 million compared to approximately $1.68 million for the three months ended September 30, 2023, a decrease of approximately 33%. This decrease represents expense reductions, primarily headcount related, driven by reduced revenue and non-strategic business divestitures.

General and Administrative

General and administrative expenses for the three months ended September 30, 2024 were approximately $0.94 million compared to approximately $1.10 million for the three months ended September 30, 2023, a decrease of approximately 15%. The decrease was driven by headcount reductions along with reduced corporate overhead expenses.

Sales and Marketing

Sales and marketing expenses for the three months ended September 30, 2024 were approximately $0.74 million compared to approximately $0.81 million for the three months ended September 30, 2023, a decrease of approximately 9%. This decrease represents expense reductions, primarily headcount related, driven by reduced revenue and non-strategic business divestitures. This is partially offset by a 2023 non-cash gain in the change in fair value of stock-based incentive compensation not occurring in 2024.

Amortization of Acquisition Intangible Assets

Amortization of acquisition intangible assets expense for the three months ended September 30, 2024 was approximately $0.13 million compared to approximately $0.37 million for the three months ended September 30, 2023, a decrease of approximately 65%. The decrease is attributable to the write off in the prior fiscal year of certain customer relationship intangible assets and divestiture of a certain entity.

Intangible Asset Impairment

Intangible asset impairment for the three months ended September 30, 2024 was zero compared to approximately $0.89 million for the three months ended September 30, 2023. The 2023 impairment represents the write-off of goodwill and the net intangible asset - technology attributable to the divestiture a certain entity.

Change in Fair Value of Acquisition Contingent Consideration

Change in fair value of acquisition contingent consideration for the three months ended September 30, 2024 was a expense of approximately $0.03 million compared to a gain of approximately $2.76 million for the three months ended September 30, 2023. The expense for the three months ended September 30, 2024 represents the change in the present value of BLI cash contingent consideration. The gain in 2023 was driven by a decrease in the common stock price of Glimpse between measurement dates related to BLI and S5D contingent consideration measured in Company stock.

NetLoss

Net loss for the three months ended September 30, 2024 and 2023 was approximately $1.02 million and $0.12 million, respectively, a loss increase of approximately $0.90 million. This reflects the 2023 non-cash gain in the change in fair value of acquisition contingent consideration not occurring in 2024 partially offset by expense reductions driven by reduced revenue and non-strategic business divestitures.

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Non-GAAPFinancial Measures

The following discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles (“GAAP”), as well as non-GAAP financial measures. Generally, 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 included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to, net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP. Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the aforementioned non-GAAP financial measures in planning, forecasting and analyzing future periods.

Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.

The Company defines Adjusted EBITDA as income (or loss) from continuing operations before the items in the table below. Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

We have included a reconciliation of our financial measures calculated in accordance with GAAP to the most comparable non-GAAP financial measures. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.

The following table presents a reconciliation of net loss to Adjusted EBITDA for the three months ended September 30, 2024 and 2023:

	For the Three Months Ended
	September 30,
	2024			2023
	(in millions)
Net loss	$	(1.02	)	$	(0.12	)
Depreciation and amortization		0.16			0.40
EBITDA income (loss)		(0.86	)		0.28
Stock based compensation and vendor expenses		0.37			0.69
Change in fair value of acquisition contingent consideration		0.03			(2.76	)
Change in fair value of accrued performance bonus		-			(0.39	)
Intangible asset impairment		-			0.89
Adjusted EBITDA loss	$	(0.46	)	$	(1.29	)

Adjusted EBITDA loss was $0.46 million for the three months ended September 30, 2024 compared to $1.29 million loss for the three months ended September 30, 2023. This improvement reflects expense reductions, primarily headcount related, driven by reduced revenue and non-strategic business divestitures.

GoingConcern

The Company evaluated whether there are conditions and events, considered in the aggregate, that raise doubt about its ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.

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The Company has incurred recurring losses since its inception, including a net loss of $1.02 million for the three months ended September 30, 2024. In addition, as of September 30, 2024, the Company had an accumulated deficit of $64.05 million. While the Company has been reducing its expense base, it expects to continue to generate negative cash flow for the foreseeable future. The Company expects that its cash and cash equivalents as of September 30, 2024 may not be sufficient to fund operations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements and the Company will need to obtain additional funding. Accordingly, the Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these condensed consolidated financial statements.

Outside of potential revenue growth generated by the Company, in order to alleviate the going concern the Company may take actions which could include, but are not limited to, further cost reductions, equity or debt financings and restructuring of potential future cash contingent acquisition liabilities. There is no assurance that these actions will be taken or be successful if pursued.

Potentialliquidity resources

Potential liquidity resources may include the further sale of common stock pursuant to the unused portion of the Company’s $100 million S-3 registration statement filed with the SEC on October 28, 2022 (subject to SEC I.B.6 or “baby shelf” limitations). Such financing may not be available on terms favorable to the Company, or at all.

Liquidityand Capital Resources

	For the Three Months Ended
	September 30,						Change
	2024			2023					%
	(in millions)
Net cash used in operating activities	$	(0.42	)	$	(1.68	)				75	%
Net cash used in investing activities		(0.01	)		(0.01	)					%
Net decrease in cash and cash equivalents		(0.43	)		(1.69	)				-75	%
Cash and cash equivalents, beginning of year		1.84			5.62			)		-67	%
Cash and cash equivalents, end of period	$	1.41		$	3.93			)		-64	%

All values are in US Dollars.

OperatingActivities

Net cash used in operating activities was approximately $0.42 million for the three months ended September 30, 2024, compared to approximately $1.68 million during the three months ended September 30, 2023, an improvement of approximately $1.26 million. This was driven by expense reductions, primarily headcount related, driven by reduced revenue and non-strategic business divestitures.

InvestingActivities

Net cash used in investing activities for the three months ended September 30, 2024 was approximately $0.01 million, consistent compared to the 2023 period.

FinancingActivities

None

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CapitalResources

As of September 30, 2024, the Company had cash and cash equivalents of $1.41 million, plus $0.87 million of accounts receivable.

As of September 30, 2024, the Company had no outstanding debt obligations.

As of September 30, 2024, the Company had no issued and outstanding preferred stock.

As of September 30, 2024, contingent consideration for acquisition liabilities contains cash components ranging up to $3.0 million, potentially payable through September 2025 contingent on BLI achieving certain revenue milestones.

RecentlyAdopted Accounting Pronouncements

Please see Note 4 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q that describes the impact, if any, from the adoption of recent accounting pronouncements.

Item3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of such period.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, we are required to apply judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

During the period ended September 30, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II - OTHER INFORMATION

Item1. Legal Proceedings

None.

Item1A. Risk Factors

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 contains a discussion of the material risks associated with our business. There have been no material changes to the risks described in such Annual Report on Form 10-K.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

RecentSale of Unregistered Equity Securities

During the three months ended September 30, 2024, the Company issued 8,000 shares of common stock for:

	Number of Shares		Cash Proceeds		Value of Shares
Employee compensation		8,000	$	0	$	8,000

Please refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

The foregoing transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

Purchasesof Equity Securities by the Issuer and Affiliated Purchasers

None

Item3. Defaults Upon Senior Securities

Not Applicable.

Item4. Mine Safety Disclosures

Not Applicable.

Item5. Other Information

None.

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Item6. Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Exhibit<br><br> <br>Number	Description of Exhibit
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document.
101.CAL	Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension<br> Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension<br> Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension<br> Presentation Linkbase Document.
104	Cover Page Interactive<br> Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 14^th^ day of November, 2024.

THE GLIMPSE GROUP, INC.
/s/ Lyron Bentovim
Lyron Bentovim
Chief Executive Officer
(Principal Executive Officer)
/s/ Maydan Rothblum
Maydan Rothblum
Chief Financial Officer
(Principal Financial Officer)

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Exhibit31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

I, Lyron Bentovim, Chief Executive Officer of The Glimpse Group, Inc., certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of The Glimpse Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared.
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
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(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
Date:<br> November 14, 2024	/s/ Lyron Bentovim
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	Lyron<br> Bentovim
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Exhibit 31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

I, Maydan Rothblum, Chief Financial Officer of The Glimpse Group, Inc., certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of The Glimpse Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared.
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
Date:<br> November 14, 2024	/s/ Maydan Rothblum
---	---
	Maydan<br> Rothblum
	Chief<br> Financial Officer
	(Principal<br> Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Glimpse Group, Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of each of the undersigned:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934, as amended; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.

Date: November 14, 2024

/s/ Lyron Bentovim
Lyron<br> Bentovim
Chief<br> Executive Officer
(Principal<br> Executive Officer)
/s/ Maydan Rothblum
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Maydan<br> Rothblum
Chief<br> Financial Officer
(Principal<br> Financial Officer)