8-K

Glimpse Group, Inc. (GGRP)

8-K 2025-09-30 For: 2025-09-30
View Original
Added on April 06, 2026


UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

THE

GLIMPSE GROUP, INC.

(Exact name of registrant as specified in charter)

Nevada 001-40556 81-2958271
(State<br> or other jurisdiction (Commission (IRS<br> Employer
of<br> incorporation) File<br> Number) Identification<br> No.)

15West 38^th^ St**., 12thFloor**

NewYork, NY 10018

(Address of principal executive offices) (Zip Code)

(917)-292-2685

(Registrant’s telephone number, including area code)

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common<br> Stock, par value $0.001 per share VRAR The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On September 30, 2025, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its fiscal year ended June 30, 2025 (“FY ‘25”). A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item7.01 Regulation FD Disclosure.

As disclosed in the Release, on September 30, 2025, at 8:30 a.m. EDT/5:30 a.m. PDT, the Company will host a conference call to discuss its financial results for FY ‘25 (https://www.webcaster5.com/Webcast/Page/2934/53012). A playback of the webcast will be available through September 30, 2026. A replay of the teleconference will be available through October 15, 2025.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description
99.1 Press release, dated September 30, 2025
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 30, 2025

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

Exhibit99.1


TheGlimpse Group Reports Fiscal Year 2025 Financial Results


RevenueGrowth, Essentially Breakeven Cashflow, AI-Centric DoW Contracts and Strategic Plan To Unlock Significant Value

NEW YORK, NY, September 30, 2025 — The Glimpse Group, Inc. (“Glimpse”) (NASDAQ: VRAR), a diversified Immersive Technology platform company providing enterprise-focused Immersive Technology, Spatial Computing and Artificial Intelligence (“AI”) driven software and services, announced financial results for its fiscal year 2025, ended June 30, 2025 (“FY ‘25”).

BusinessCommentary by President & CEO Lyron Bentovim


FinancialSummary:

FY<br> ‘25 revenue of approximately $10.5 million, an increase of approximately 20% compared to FY ‘24 revenue of approximately<br> $8.8 million. The increase was primarily driven by an increase in SpatialCore revenues and despite the divestiture of non-core entities.
Q4<br> FY ‘25 (April – June ‘25) revenue of approximately $3.5 million, an approximate 105% increase compared to Q4 FY<br> ‘24 revenue of approximately $1.7 million, and an approximate 150% increase compared to Q3 FY ‘25 (Jan-March ‘25)<br> revenue of approximately $1.4 million.
Gross<br> Margin for FY ‘25 was approximately 67.5%, on par with 67% for FY ‘24. We expect our Gross Margins to remain in the 65-75%<br> range, due to a larger portion of revenue coming from SpatialCore and software license sales.
We<br> were essentially cash breakeven for the fiscal year, marking an extraordinary turnaround. Net Operating Cash loss in FY ‘25<br> was approximately -$0.27 million, compared to a Net Operating Cash loss of approximately -$5.2 million for FY ‘24, reflecting<br> our significant reorganization efforts, cost reductions, revenue growth and maintenance of high gross margins.
The<br> Company’s cash and equivalent position as of June 30, 2025 was approximately $6.85 million, with an additional $0.85 million<br> in accounts receivable.
We<br> continue to maintain a clean capital structure with no debt, no convertible debt and no preferred equity.
We<br> expect FY ‘26 revenue to exceed FY ‘25. However, given the nature of Brightline’s DoW-driven contracts (see below),<br> revenue recognition timing and potential U.S. Government budget delays, the per quarter revenue in FY ‘26 is expected to be<br> quite choppy with significant movement from quarter to quarter. We expect Q1 FY ‘26 to be significantly lower than Q4 FY ‘25<br> and revenues to grow sequentially in the following quarters.
For<br> the full details of our financial results, please refer to our 10K filed on 9/30/25.

StrategicReview and Update:

FY ‘25 was a remarkable year for Glimpse with many achievements: return to revenue growth, achievement of annual cash flow<br> neutrality for the first time in the Company’s history, significant Tier-1 customer wins, divestiture of non-core assets, key<br> technology developments centered around integrating AI into our Immersive products and the filing of 7 new patents primarily focused on the integration of AI with immersive technologies.
Our<br> Immersive tech companies achieved major milestones during the FY, including Department of<br> War (“DoW”) contracts, NIH grant with partnership with leading universities,<br> large follow-on contracts with existing and new customers across industries and AI-driven<br> Immersive software licenses.


Underlying<br> all of these and primarily driving our growth going forward, is our entity Brightline Interactive (“BLI”):
As<br> a quick reminder, BLI, through its product SpatialCore, provides advanced Spatial Computing, AI-driven, operational simulation middleware software and solutions to the DoW and Big Data driven enterprises.
Spatial Core sits at the intersection of: Spatial Computing, Immersive technologies, AI, Cloud and Geospatial Data. We view it as an<br> operating system for computing, processing and visualizing information in three-dimensional space on the cloud.
BLI<br> specializes in creating AI supported workflows on top of dynamic, synthetic environments (digital twins, robotics, drones, autonomous) that integrate multimodal and real time data to accelerate decision-making, enhance mission readiness, and expand<br> human and machine training capabilities.
SpatialCore<br> is at the cutting-edge of technology, but it is not “science fiction”. It is based on BLI’s established 15-years<br> of technological development, deep knowledge base and rooted in proven, paid for contracts with major entities with high operational and executional requirements.
--- ---
In<br> FY ‘25 alone, BLI achieved several critical milestones, including:
--- --- ---
Successfully<br> executed and delivered the development of a unified synthetic training ecosystem for a major DoW entity ($4+ million initial<br> contract). The system enables soldiers to train, plan, and execute missions in a fully virtualized environment, providing interfaces<br> for collaboration, and digital twin integration and functionality.
Entered<br> into a $2+ million SpatialCore contract with another DoW entity as the direct prime to be delivered over the next 12 months. While<br> we can’t go into any additional details just yet, it has similar AI and Deep Tech characteristics as other SpatialCore contracts.
Successfully<br> delivered first full-motion Immersive Simulator to the U.S. Navy (mid six figure dollar initial contract), providing the U.S. Navy<br> with advanced simulation capabilities that bridge the gap between the real and virtual worlds. This state-of-the-art system incorporates<br> spatial computing elements to enable high-level, cost-effective simulations, ensuring that military personnel can train in realistic<br> and immersive environments.
Delivered<br> an advanced immersive simulation to a large government services integrator (“GSI”). BLI was able to create a sophisticated<br> spatial simulation in record time, setting what we believe has the potential to become a new industry standard. This initial simulation<br> project was developed with the goal of allowing the GSI to gather simulation needs from others to then add to this build, or for<br> further deployment, in a cost effective and scalable manner.
Entered<br> into a Cooperative Research And Development Agreement (CRADA) with the U.S. Army Combat Capabilities Development Command (DEVCOM),<br> Command, Control, Communication, Computers, Cyber, Intelligence, Surveillance and Reconnaissance (C5ISR) Center. Brightline to develop,<br> assess and improve workflows to create and augment synthetic imagery for use in training and assessing artificial intelligence (AI)<br> and machine learning (ML) algorithms.
These,<br> in addition to prior recent years’ achievements (Navy CRADA, Airforce contract for Industrial robot training, other), represent<br> initial contracts and validation of BLI’s technology and delivery capabilities. All of these have the potential to expand into multi-million and multi-year follow-on contracts, leading to – eventually – possible inclusion in Programs of Record, which are exceptionally large, long-term DoW contracts.
--- ---
In<br> addition, BLI has a robust pipeline of new potential customers – both in the DoW space and in the enterprise Big Data segment<br> (Oil & Gas, Aviation, Tech and many others). We believe that BLI’s growth potential is immense, even if it does not immediately materialize to its fullest extent and takes time to fully develop (DoW contracting, for example, is notoriously slow<br> and quite complex).
Despite all this, BLI’s intrinsic value is not reflected in Glimpse’s current valuation – not even remotely in our<br> view. Indeed, based on our internal analysis, we believe that BLI’s public company comps in the Defense Tech/AI segment trade at VAST multiples of trailing annual revenue. Even if a significantly discounted revenue multiple was to be applied<br> to BLI, its valuation would FAR exceed Glimpse’s current valuation.
--- ---
BLI’s true value and potential is hidden within the Glimpse umbrella and is potentially encumbered by it. This being the case, and<br> in light of Glimpse’s current position as a largely abandoned, illiquid Micro-cap, we have reached the conclusion that the<br> best way to potentially maximize shareholder value for Glimpse shareholders and to increase BLI’s chances of success,<br> is to spin-out BLI.
IF successful, BLI will become an independent publicly traded company - a PURE PLAY, standalone, well capitalized, Spatial Computing, AI Driven, Cloud Operational Simulation Middleware provider to the DoW and Big Data driven enterprises.
While<br> the final methodology has not been determined yet and success is not guaranteed, our Board of Directors has approved the strategy and general process, which we expect to play out in the coming months.
As<br> part of the process, the plan is for Glimpse shareholders to be issued shares in the spun-out BLI public entity as a distribution.
In<br> parallel, current Glimpse shareholders will maintain their holdings in Glimpse, which we believe could have considerable and attractive going-forward alternatives to pursue as a clean, healthy, Nasdaq listed technology company.
We have many options to try and unlock shareholder value, which we are determined to do. We intend to aggressively pursue these<br> options in the coming months, all the while keeping a sharp focus on our existing businesses and continuing to drive their growth.<br> During this period, we may need to minimize public communications.

FiscalYear 2025 Conference Call and Webcast

Date: September 30, 2025

Time: 8:30 a.m. Eastern time

USA Dial In: 888-506-0062

International: 973-528-0011

Participant Access Code: 934832

Webcast: https://www.webcaster5.com/Webcast/Page/2934/53012

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

A playback of the webcast will be available through Wednesday, September, 2026. A replay of the teleconference will be available through Tuesday, October 15, 2025. To listen, please call USA: 877-481-4010 or International: 919-882-2331; Replay Passcode: 53012. A webcast will also be available on the IR section of The Glimpse Group website (ir.theglimpsegroup.com) or by clicking the webcast link above.


Noteabout Non-GAAP Financial Measures

A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.

In addition to financial results presented in accordance with GAAP, this press release presents adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is determined by taking net loss and adding interest, taxes, depreciation, amortization and stock-based compensation expenses. The company believes that this non-GAAP measure, viewed in addition to and not in lieu of net loss, provides useful information to investors by providing a more focused measure of operating results. This metric is an integral part of the Company’s internal reporting to evaluate its operations and the performance of senior management. A reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measure, is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.

AboutThe Glimpse Group, Inc.

The Glimpse Group (NASDAQ: VRAR) is a diversified Immersive technology platform company, providing enterprise-focused Immersive Technology, Spatial Computing and AI driven software & services. Glimpse’s unique business model builds scale and a robust ecosystem, while simultaneously providing investors an opportunity to invest directly into this emerging industry via a diversified platform. For more information on The Glimpse Group, please visit www.theglimpsegroup.com


SafeHarbor Statement

This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This press release may contain certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements, if provided, are based on information available to the Company as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business. Forward-looking statements, if provided, include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “view,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts, if provided, are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, any forecasts, if provided, are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

CompanyContact:

Maydan Rothblum

CFO & COO

The Glimpse Group, Inc.

(917) 292-2685

maydan@theglimpsegroup.com

THEGLIMPSE GROUP, INC.

CONSOLIDATEDBALANCE SHEETS

As of<br> <br>June 30, 2024
ASSETS
Cash<br> and cash equivalents 6,832,725 $ 1,848,295
Accounts<br> receivable 840,551 723,032
Deferred<br> costs 48,971 170,781
Notes<br> receivable 160,600 -
Prepaid<br> expenses and other current assets 289,810 778,181
Total<br> current assets 8,172,657 3,520,289
Equipment<br> and leasehold improvements, net 54,898 167,325
Right-of-use<br> assets, net 122,094 452,808
Intangible<br> assets, net 60,717 487,867
Goodwill 10,857,600 10,857,600
Other<br> assets 11,100 72,714
Total<br> assets 19,279,066 $ 15,558,603
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Accounts<br> payable 228,371 $ 181,668
Accrued<br> liabilities 446,896 340,979
Deferred<br> revenue 52,576 72,788
Lease<br> liabilities, current portion 127,046 364,688
Contingent<br> consideration for acquisitions, current portion 1,483,583 1,467,475
Total<br> current liabilities 2,338,472 2,427,598
Long<br> term liabilities
Contingent<br> consideration for acquisitions, net of current portion - 1,413,696
Lease<br> liabilities, net of current portion 4,704 178,824
Total<br> liabilities 2,343,176 4,020,118
Commitments<br> and contingencies
Stockholders’<br> Equity
Preferred<br> Stock, par value 0.001 per share, 20 million shares authorized; 0 shares issued and outstanding - -
Common<br> Stock, par value 0.001 per share, 300 million shares authorized; 21,055,506 and 18,158,217 issued and outstanding, respectively 21,056 18,158
Additional<br> paid-in capital 82,506,758 74,559,600
Accumulated<br> deficit (65,591,924 ) (63,039,273 )
Total<br> stockholders’ equity 16,935,890 11,538,485
Total<br> liabilities and stockholders’ equity 19,279,066 $ 15,558,603

All values are in US Dollars.



THEGLIMPSE GROUP, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

For<br> the Years Ended
June<br> 30,
2025 2024
Revenue
Software<br> services $ 9,996,491 $ 8,130,515
Software<br> license/software as a service 503,734 673,684
Royalty<br> income 27,700 -
Total<br> Revenue 10,527,925 8,804,199
Cost<br> of goods sold 3,407,946 2,941,460
Gross<br> profit 7,119,979 5,862,739
Operating<br> expenses:
Research<br> and development expenses 3,494,731 5,455,612
General<br> and administrative expenses 3,636,266 4,292,001
Sales<br> and marketing expenses 2,201,754 2,819,668
Amortization<br> of acquisition intangible assets 427,150 1,241,228
Goodwill<br> impairment - 379,038
Intangible<br> asset impairment - 2,563,331
Change<br> in fair value of acquisition contingent consideration 102,412 (4,272,080 )
Total<br> operating expenses 9,862,313 12,478,798
Loss<br> from operations before other income (2,742,334 ) (6,616,059 )
Other<br> income
Interest<br> income 189,683 221,764
Net<br> loss $ (2,552,651 ) $ (6,394,295 )
Basic<br> and diluted net loss per share $ (0.13 ) $ (0.38 )
Weighted-average<br> common shares outstanding for basic and diluted net loss per share 19,633,374 16,681,234


THEGLIMPSE GROUP, INC.

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

For<br> the Year Ended June 30,
2025 2024
Cash<br> flows from operating activities:
Net<br> loss $ (2,552,651 ) $ (6,394,295 )
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Amortization<br> and depreciation 508,135 1,361,628
Common<br> stock and stock option based compensation for employees and board of directors 984,143 2,175,072
Net<br> gain on divestiture of subsidiaries (1,392,434 ) (1,000,000 )
Reserve<br> on notes received in connection with divestiture of subsidiaries 1,500,000 1,000,000
Gain<br> on office lease termination (34,660 ) -
Accrued<br> non cash performance bonus fair value adjustment - (551,239 )
Acquisition<br> contingent consideration fair value adjustment 102,412 (4,272,080 )
Impairment<br> of intangible assets - 2,942,369
Issuance<br> of common stock to vendors 4,601 100,372
Adjustment<br> to operating lease right-of-use assets and liabilities (46,062 ) (110,866 )
Changes<br> in operating assets and liabilities:
Accounts<br> receivable (117,519 ) 730,738
Deferred<br> costs 121,810 (12,229 )
Prepaid<br> expenses and other current assets 488,371 (216,018 )
Other<br> assets 5,349 (948 )
Accounts<br> payable 46,703 (274,109 )
Accrued<br> liabilities 109,062 (294,637 )
Deferred<br> revenue (1,034 ) (393,605 )
Net<br> cash used in operating activities (273,774 ) (5,209,847 )
Cash<br> flow from investing activities:
Purchase<br> of leasehold improvements and equipment (42,508 ) (31,548 )
Payment<br> of contingent consideration for acquisition (1,500,000 ) (1,497,894 )
Cash<br> used in investing activities (1,542,508 ) (1,529,442 )
Cash<br> flows provided by financing activities:
Proceeds<br> from securities purchase agreement, net 6,785,552 2,968,501
Proceeds<br> from exercise of warrants 175,760 -
Issuance<br> of notes receivable (189,000 ) -
Notes<br> receivable repayments 28,400 -
Net<br> cash provided by financing activities 6,800,712 2,968,501
Net<br> change in cash and cash equivalents 4,984,430 (3,770,788 )
Cash<br> and cash equivalents, beginning of year 1,848,295 5,619,083
Cash<br> and cash equivalents, end of year $ 6,832,725 $ 1,848,295
Non-cash<br> Investing and Financing activities:
Issuance<br> of common stock for satisfaction of contingent liability $ - $ 974,646
Issuance<br> of common stock for non cash performance bonus $ - $ 490,357
Lease<br> liabilities arising from right-of-use assets $ 20,344 $ -

The following table presents a reconciliation of net loss to Adjusted EBITDA loss for the years ended June 30, 2025 and 2024:

For<br> the Years Ended
June<br> 30,
2025 2024
(in<br> millions)
Net<br> loss $ (2.55 ) $ (6.39 )
Depreciation<br> and amortization 0.51 1.36
EBITDA<br> loss (2.04 ) (5.03 )
Stock<br> based compensation expenses 0.99 2.28
Loss<br> on subsidiary divestiture 0.11 -
Gain<br> on lease termination (0.03 ) -
Change<br> in fair value of acquisition contingent consideration 0.10 (4.27 )
Intangible<br> asset impairment - 2.94
Change<br> in fair value of accrued performance bonus - (0.55 )
Adjusted<br> EBITDA loss $ (0.87 ) $ (4.63 )