8-K
Glimpse Group, Inc. (GGRP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2026
THE
GLIMPSE GROUP, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-40556 | 81-2958271 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
15West 38th St., 12th Floor
NewYork, NY 10018
(Address of principal executive offices) (Zip Code)
(917)-292-2685
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value<br> $0.001 per share | VRAR | The Nasdaq Stock Market<br> LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On February 17, 2026, The Glimpse Group, Inc. issued a press release announcing financial results for its quarter ended December 31, 2025. 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated February 17, 2026 |
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 17, 2026
| THE GLIMPSE GROUP, INC. | |
|---|---|
| By: | /s/ Lyron Bentovim |
| Lyron Bentovim | |
| Chief Executive Officer |
Exhibit99.1
TheGlimpse Group Reports Q2 Fiscal Year 2026 Financial Results
FormallyInitiated A Strategic Realignment Process To Accelerate Value Creation
NEW YORK, NY, February 17, 2026 — 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 second quarter fiscal year 2026, ended December 31, 2025 (“Q2 FY ‘26”).
BusinessCommentary by President & CEO Lyron Bentovim
StrategicUpdate:
| ● | As<br> discussed previously, Glimpse’s Board of Directors has approved a formal process of<br> exploring and pursuing various strategic alternatives, all aimed at unlocking and maximizing<br> Glimpse shareholder value in calendar year 2026. These primarily revolve around three focus<br> areas: |
|---|---|
| ○ | Spin<br> off IPO/Divestiture of Brightline Interactive (“BLI”) |
| --- | --- |
| ○ | Optimization<br> of our Immersive businesses |
| ○ | Leveraging<br> our platform, assets and know-how to create sustained shareholder value outside of the Immersive<br> segment |
BrightlineInteractive (“BLI”) Spinout/IPO:
| ● | We<br> are actively in the process of potentially IPOing BLI as its own independent, Nasdaq listed<br> company - a PURE PLAY, standalone, well capitalized provider of Physical AI, Spatial Computing,<br> Cloud-based, Operational Simulation Middleware to the Department of War (“DoW”)<br> and Big Data enterprises. |
|---|---|
| ● | In<br> early January 2026, we filed a BLI confidential S1 registration statement with the SEC and<br> are currently in process. |
| ● | Our<br> goal is to complete the potential BLI IPO in the first half of CY ‘26 and we believe<br> that we are on track to achieve that. However, there is no guarantee that the IPO will materialize<br> as it is subject to finalizing the SEC and Nasdaq review and approval processes, market conditions<br> and investor interest. |
| ● | In<br> parallel to the BLI IPO path, we are also actively exploring alternative paths to capitalize<br> BLI and put it in a position to maximize its potential. |
ImmersiveTechnologies:
| ● | The<br> Immersive tech industry at large is facing significant headwinds. While our Immersive companies<br> are doing well and are operating at cash breakeven levels, it is unclear if, and when, significant<br> scale will be achieved. It remains a long term play. |
|---|---|
| ● | While<br> we continue to focus on the Immersive growth opportunities, specifically in the Education/Healthcare/Corporate<br> segments, we don’t believe that there is sufficient growth potential in the short-to-medium<br> turn to drive significant shareholder value. |
GlimpsePlatform Leverage:
| ● | We<br> believe that there are considerable opportunities to leverage Glimpse’s public company<br> infrastructure to create value-add, platform, opportunities outside and unrelated to the<br> Immersive tech industry. |
|---|---|
| ● | We<br> have begun the process of actively exploring and analyzing these opportunities, with the<br> intent of executing on our plans in the coming year. |
As part of our strategic realignment and focus on a wider platform play, we are in the process of changing our ticker to “GGRP” (replacing VRAR). We expect the new ticker to go into effect towards the end of February 2026.
FinancialSummary:
| ● | Q2<br> FY ‘26 revenue of approximately $1.30 million, reflecting a 59% decrease compared to<br> Q2 FY ‘25 (ending December 31, 2024) revenue of approximately $3.17 million; and down<br> by approximately 7% compared to Q1, FY ‘26 revenues of approximately $1.40 million.<br> The decrease reflects timing of DoW contracts and U.S. Government budget delays, and the<br> divestiture of non-core entities. |
|---|---|
| ● | Gross<br> Margin for Q2 FY ‘26 was approximately 61%, compared to approximately 64% for Q2 FY<br> ‘25. We expect our Gross Margins to remain in the 60-70% range. |
| ● | Adjusted<br> EBITDA loss for Q1 FY ‘26 was -$0.89 million compared to $0.28 million gain for Q2 FY<br> ‘25, reflecting the decline in revenue this quarter. |
| ● | The<br> Company’s cash and equivalent position as of December 31, 2025 was approximately $3.34<br> million, with an additional $0.56 million in accounts receivable. |
| ● | We<br> continue to maintain a clean capital structure with no debt, no convertible debt, no preferred<br> equity and no contingent liabilities. The Company has not drawn down any funds on its ATM. |
| ● | For<br> the full details of our financial results, please refer to our 10Q filed on 2/17/26. |
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 is being made pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended (the “Securities Act”), and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act and other applicable securities laws. This press release may contain certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements, if provided, are based on information available to the Company as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business. Forward-looking statements, if provided, include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “view,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts, if provided, are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, any forecasts, if provided, are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
CompanyContact:
Maydan Rothblum
CFO & COO
The Glimpse Group, Inc.
(917) 292-2685
maydan@theglimpsegroup.com
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
| As of<br> <br>June 30, 2025 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Cash and cash equivalents | 3,342,713 | $ | 6,832,725 | ||
| Accounts receivable | 561,888 | 840,551 | |||
| Deferred costs | 561,563 | 48,971 | |||
| Notes receivable | 105,000 | 160,600 | |||
| Prepaid expenses and other current assets | 334,492 | 289,810 | |||
| Total current assets | 4,905,656 | 8,172,657 | |||
| Equipment and leasehold improvements, net | 48,605 | 54,898 | |||
| Right-of-use assets, net | 196,510 | 122,094 | |||
| Intangible assets, net | - | 60,717 | |||
| Goodwill | 10,857,600 | 10,857,600 | |||
| Other assets | 11,100 | 11,100 | |||
| Total assets | 16,019,471 | $ | 19,279,066 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts payable | 86,575 | $ | 228,371 | ||
| Accrued liabilities | 238,583 | 446,896 | |||
| Deferred revenue | 242,977 | 52,576 | |||
| Lease liabilities, current portion | 151,602 | 127,046 | |||
| Contingent consideration for acquisition | - | 1,483,583 | |||
| Total current liabilities | 719,737 | 2,338,472 | |||
| Long term liabilities | |||||
| Lease liabilities, net of current portion | 48,967 | 4,704 | |||
| Total liabilities | 768,704 | 2,343,176 | |||
| Commitments and contingencies | |||||
| Stockholders’ Equity | |||||
| Preferred Stock, par value 0.001 per share, 20 million shares authorized; 0 shares issued and outstanding | - | - | |||
| Common Stock, par value 0.001 per share, 300 million shares authorized; 21,076,506 and 21,055,506 issued and outstanding, respectively | 21,077 | 21,056 | |||
| Additional paid-in capital | 83,080,512 | 82,506,758 | |||
| Accumulated deficit | (67,850,822 | ) | (65,591,924 | ) | |
| Total stockholders’ equity | 15,250,767 | 16,935,890 | |||
| Total liabilities and stockholders’ equity | 16,019,471 | $ | 19,279,066 |
All values are in US Dollars.
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue | |||||||||||
| Software services | $ | 1,175,269 | $ | 3,129,108 | $ | 2,423,202 | $ | 5,358,365 | |||
| Software license/software as a service | 103,947 | 39,826 | 251,731 | 248,938 | |||||||
| Royalty income | 20,481 | - | 23,417 | - | |||||||
| Total revenue | 1,299,697 | 3,168,934 | 2,698,350 | 5,607,303 | |||||||
| Cost of goods sold | 510,231 | 1,144,007 | 901,112 | 1,659,310 | |||||||
| Gross profit | 789,466 | 2,024,927 | 1,797,238 | 3,947,993 | |||||||
| Operating expenses: | |||||||||||
| Research and development expenses | 894,387 | 659,699 | 1,867,787 | 1,780,222 | |||||||
| General and administrative expenses | 843,821 | 845,381 | 1,823,055 | 1,782,660 | |||||||
| Sales and marketing expenses | 303,946 | 384,223 | 628,035 | 1,123,098 | |||||||
| Amortization of acquisition intangible assets | 9,069 | 100,536 | 60,717 | 226,077 | |||||||
| Change in fair value of acquisition contingent consideration | - | 28,161 | 16,417 | 61,480 | |||||||
| Total operating expenses | 2,051,223 | 2,018,000 | 4,396,011 | 4,973,537 | |||||||
| Income (loss) from operations before other income | (1,261,757 | ) | 6,927 | (2,598,773 | ) | (1,025,544 | ) | ||||
| Other income: | |||||||||||
| Gain on sale of business | - | - | 240,000 | - | |||||||
| Interest income | 36,168 | 18,945 | 99,875 | 37,224 | |||||||
| Net income (loss) | $ | (1,225,589 | ) | $ | 25,872 | $ | (2,258,898 | ) | $ | (988,320 | ) |
| Basic net income (loss) per share | $ | (0.06 | ) | $ | 0.00 | $ | (0.11 | ) | $ | (0.05 | ) |
| Diluted net income (loss) per share | $ | (0.06 | ) | $ | 0.00 | $ | (0.11 | ) | $ | (0.05 | ) |
| Weighted-average common shares used to compute basic net income (loss) per share | 21,075,935 | 18,361,274 | 21,070,457 | 18,262,745 | |||||||
| Weighted-average common shares used to compute diluted net income (loss) per share | 21,075,935 | 24,521,976 | 21,070,457 | 18,262,745 |
THEGLIMPSE GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended<br> <br>December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (2,258,898 | ) | $ | (988,320 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Amortization and depreciation | 83,199 | 272,615 | ||||
| Common stock and stock option based compensation for employees and board of directors | 573,775 | 407,231 | ||||
| Net gain on divestiture of subsidiaries | - | (1,397,066 | ) | |||
| Reserve on note received in connection with divestiture of subsidiaries | - | 1,500,000 | ||||
| Gain on office lease termination | - | (34,660 | ) | |||
| Acquisition contingent consideration fair value adjustment | 16,417 | 61,480 | ||||
| Adjustment to operating lease right-of-use assets and liabilities | (5,597 | ) | (41,787 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 278,663 | (668,847 | ) | |||
| Deferred costs | (512,592 | ) | (52,003 | ) | ||
| Loans receivable | - | (40,900 | ) | |||
| Prepaid expenses and other current assets | (44,682 | ) | 99,757 | |||
| Other assets | - | 5,349 | ||||
| Accounts payable | (141,796 | ) | 114,108 | |||
| Accrued liabilities | (208,313 | ) | 295,521 | |||
| Deferred revenue | 190,401 | 214,369 | ||||
| Net cash used in operating activities | (2,029,423 | ) | (253,153 | ) | ||
| Cash flow from investing activities: | ||||||
| Purchase of leasehold improvements and equipment | (16,189 | ) | (26,406 | ) | ||
| Payment of contingent consideration for acquisition | (1,500,000 | ) | - | |||
| Cash used in investing activities | (1,516,189 | ) | (26,406 | ) | ||
| Cash flows provided by financing activities: | ||||||
| Notes receivable repayments (issuance) | 55,600 | (84,000 | ) | |||
| Proceeds from securities purchase agreement, net | - | 6,785,552 | ||||
| Proceeds from exercise of warrants | - | 175,000 | ||||
| Net cash provided by financing activities | 55,600 | 6,876,552 | ||||
| Net change in cash and cash equivalents | (3,490,012 | ) | 6,596,993 | |||
| Cash and cash equivalents, beginning of period | 6,832,725 | 1,848,295 | ||||
| Cash and cash equivalents, end of period | $ | 3,342,713 | $ | 8,445,288 |
The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA income (loss) for the three and six months ended December 31, 2025 and 2024:
| For the Three Months Ended | For the Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| (in millions) | (in millions) | ||||||||||
| Net income (loss) | $ | (1.23 | ) | $ | 0.02 | $ | (2.26 | ) | $ | (0.98 | ) |
| Depreciation and amortization | 0.02 | 0.12 | 0.08 | 0.27 | |||||||
| EBITDA income (loss) | (1.21 | ) | 0.14 | (2.18 | ) | (0.71 | ) | ||||
| Stock based compensation expenses | 0.32 | 0.04 | 0.57 | 0.41 | |||||||
| (Gain) loss on sale of business/subsidiary/lease termination | - | 0.07 | (0.24 | ) | 0.07 | ||||||
| Non cash change in fair value of acquisition contingent consideration | - | 0.03 | 0.02 | 0.06 | |||||||
| Adjusted EBITDA income (loss) | $ | (0.89 | ) | $ | 0.28 | $ | (1.83 | ) | $ | (0.17 | ) |