false
0001854445
0001854445
2026-06-01
2026-06-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 1, 2026
THE
GLIMPSE GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40556 |
|
81-2958271 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
15
West 38th St., 12th
Floor
New
York, NY 10018
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (703)-594-7496
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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement 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 Stock, par value
$0.001 per share |
|
GGRP |
|
The 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 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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignations
of Directors and Certain Officers
Ian
Charles
On
June 1, 2026, Ian Charles notified the board of directors (the “Board”) of The Glimpse Group, Inc. (the “Company”),
of his resignation as a member of the Board and all committees thereof, effective as of June 1, 2026. Mr. Charles’s resignation
was not due to any disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s
operations, policies or practices.
Alexander
Ruckdaeschel
On
June 1, 2026, Alexander Ruckdaeschel notified the Board of his resignation as a member of the Board and all committees thereof, effective
as of June 1, 2026. Mr. Ruckdaeschel’s resignation was not due to any disagreement with the Company, the Company’s management
or the Board on any matter relating to the Company’s operations, policies or practices.
Lyron
Bentovim
As
previously disclosed by the Company on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2026,
on May 15, 2026, Lyron Bentovim notified the Board of his resignation as the Chairperson and a member of the Board and all committees
of the Board, and from his roles as President and Chief Executive Officer of the Company, in each case effective June 15, 2026. On June
1, 2026, the Board accepted such resignation effective as of June 1, 2026. Mr. Bentovim’s resignation was not due to any disagreement
with the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies or practices.
Appointments
of Directors and Certain Officers
Admiral
Scott Swift, USN (Ret.)
On
June 1, 2026, the Board appointed Admiral Scott Swift, USN (Ret.), to the Board and to the Audit Committee of the Board ( the “Audit
Committee”), the Compensation Committee of the Board (the “Compensation Committee”), and the Nominating and Corporate
Governance Committee of the Board (the “Nominating and Corporate Governance Committee”). Additionally, as of June 1, 2026
Admiral Swift was appointed as the Chair of the Board.
Admiral
Swift will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors.
Admiral
Swift was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is
not aware of any transactions with Admiral Swift that would require disclosure under Item 404(a) of Regulation S-K.
Major
General Pete Fesler, USA (Ret.)
On
June 1, 2026, the Board appointed Major General Pete Fesler, USA (Ret.), to the Board and to the Audit Committee, the Compensation Committee,
and the Nominating and Corporate Governance Committee.
General
Fesler will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors.
General
Fesler was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is
not aware of any transactions with General Fesler that would require disclosure under Item 404(a) of Regulation S-K.
Brian
Archer
On
June 1, 2026, the Board appointed Brian Archer to the Board and to the Audit Committee, the Compensation Committee, and the Nominating
and Corporate Governance Committee. Additionally, as of June 1, 2026, Mr. Archer was appointed at the Chair of the Audit Committee.
Mr.
Archer will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors.
Mr.
Archer was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is
not aware of any transactions with Mr. Archer that would require disclosure under Item 404(a) of Regulation S-K.
Tyler
Gates
On
June 1, 2026, the Board appointed Tyler Gates as the Company’s President and Chief Executive Officer and as a director on the Board.
Mr.
Gates, age 40, has served as General Manager of Brightline Interactive, LLC (“BLI”), the Company’s wholly owned subsidiary,
and as Chief Futurist Officer of the Company since August 1, 2022, and was a non-voting board observer of the Board. Prior to Glimpse’s
acquisition of BLI, Mr. Gates was Chief Executive Officer of that company and has held senior executive leadership roles at BLI since
joining in 2012. Over more than a decade, he has founded and executed industry-leading initiatives in immersive technology, including
serving as the founding President of the Washington, D.C. chapter of the VR/AR Association and as former host of the VRARA Podcast, while
providing strategic technology counsel to boards and senior executives across government and industry. Mr. Gates is the architect of
BLI’s SpatialCore platform, a computing infrastructure designed to enable Physical AI by integrating real-time data, three-dimensional
environments, and machine intelligence for applications across robotics, autonomous systems, drones, smart cities, and next-generation
transportation, where continuous interaction between software and the physical world is mission-critical. He holds a Bachelor of Arts
degree in Corporate Communications and Interpersonal Psychology from Lenoir-Rhyne University. The Board believes that Mr. Gates is well
qualified to serve as President and Chief Executive Officer of the Company and as a member of the Board due to his extensive executive
management positions in technology companies, including over the past 15 years at BLI.
There
are no family relationships between Mr. Gates and any of the Company’s directors or executive officers and the Company is not aware
of any transactions with Mr. Gates that would require disclosure under Item 404(a) of Regulation S-K.
The
Company anticipates entering into a formalized employment agreement with Mr. Gates in connection with his appointment as President and
Chief Executive Officer of the Company and will disclose the required details of such employment agreement once entered into.
Mr.
Gates was not selected to serve on the Board under any arrangement or understanding between him and any other person.
William
Keneally
On
June 1, 2026, the Board appointed William Keneally as the Company’s Chief Financial Officer.
Mr.
Keneally, age 63, is a Certified Public Accountant (inactive) and a partner at TechCXO which provides comprehensive C-Suite executives
and expertise. For over twenty years, through its 125 partners and 150 professionals, TechCXO has guided thousands of companies and driven
over several billions of dollars in transactions. At TechCXO, Mr. Keneally previously served as CFO for RiceBran Technologies (NASDAQ:
RIBT) and CFO for CTPartners (NYSE: CTP). Mr. Keneally has also been the CFO of a number of private equity portfolio companies including:
Design Environments (Blackford Capital), GroundLink (Comvest), Gullivers Travel Associates (Travelport/Blackstone) and Metiom (Forstmann
Little and Chase Capital Group). Prior to joining TechCXO, he was an auditor with Andersen for ten years and was promoted to Senior Manager.
Mr. Keneally has a Bachelor of Business Administration with a concentration in accounting from the University of Notre Dame. The Board
believes that Mr. Keneally has the extensive finance, public markets, leadership skills and experience to serve as our Chief Financial
Officer.
There
are no family relationships between Mr. Keneally and any of the Company’s directors or executive officers and the Company is not
aware of any transactions with Mr. Keneally that would require disclosure under Item 404(a) of Regulation S-K.
The
Company anticipates entering into a formalized employment agreement with Mr. Keneally in connection with his appointment as Chief Financial
Officer of the Company and will disclose the required details of such employment agreement once entered into.
Item
7.01 Regulation FD Disclosure.
On
June 3, 2026, the Company issued a press release announcing the above referenced appointments and additional information on a
fundamental strategic update and certain matters relating thereto. A copy of the press release is attached hereto as Exhibit 99.1.
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 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 3, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
THE
GLIMPSE GROUP, INC. |
| |
|
|
| Date:
June 3, 2026 |
|
/s/
Tyler Gates |
| |
Name: |
Tyler
Gates |
| |
Title: |
President
and Chief Executive Officer |
Exhibit 99.1
The
Glimpse Group Announces New Physical AI Leadership and the Introduction of SpatialCore
Under
new executive leadership and a board chaired by the former Commander of the U.S. Pacific Fleet, The Glimpse Group is stepping fully into
its Physical AI mission through Brightline Interactive — with technology that has been running in the field for years.
ASHBURN,
Va., June 3, 2026 — The Glimpse Group, Inc. (NASDAQ: GGRP), today announced new executive leadership, a reconstituted board of
directors, and a broader public introduction of SpatialCore — its open standards-based interoperability and operational context
platform for Physical AI and autonomous systems.
SpatialCore
is the result of four years of co-development between Brightline, a subsidiary of The Glimpse Group Inc., and the U.S. Navy. The company
holds Cooperative Research and Development Agreements with both the U.S. Navy and U.S. Army.
Tyler
Gates, Chief Executive Officer, The Glimpse Group:
“Physical
AI is moving from research into deployment, and we believe the infrastructure it depends on does not yet exist at scale. Every autonomous
system is building its own isolated understanding of the world. SpatialCore is the layer that we believe changes that — a single
integration point that gives platforms from different manufacturers a shared, governed, real-time picture of the physical environment
in which they need to operate and collaborate. We have spent more than a decade building toward this moment.
—
Tyler Gates, Chief Executive Officer
The
Platform
SpatialCore
functions as an operational context and interoperability layer, enabling autonomous systems, sensors, digital twins, simulation environments,
and AI systems to operate from a shared understanding of the physical world. The platform is built on open data standards adopted by
NVIDIA, Apple, and the major robotics and simulation platforms.
Where
building a custom integration between autonomous systems using legacy pathways can take the better part of a year, SpatialCore is expected
to compress that process to a matter of weeks. For defense programs managing dozens of autonomous platforms from multiple manufacturers,
that compression is expected to translate directly into mission capability and operational readiness.
Leadership
The
Glimpse Group board is chaired by Admiral Scott Swift, USN (Ret.), the 35th Commander of the U.S. Pacific Fleet — the world’s
largest naval command, spanning more than 100 million square miles. The board also includes Major General Pete Fesler, USAF (Ret.), former
Deputy Director of Operations for North American Aerospace Defense Command; Tamar Elkeles, PhD, an experienced public company board member
and executive with more than 25 years at Qualcomm leading government-focused technology programs; Brian Archer, former Managing Director
and Head of Global Credit Trading at Citigroup; and Tyler Gates, the CEO of The Glimpse Group and architect of SpatialCore and
CEO who has built Brightline over 13 years into an emerging Physical AI infrastructure company.
Admiral
Scott Swift, USN (Ret.), Chairman of the Board:
“Tyler
has spent years building toward a vision that many are only now beginning to recognize: that Physical AI requires a common operational
framework capable of connecting machines, environments, and decision-making systems in real time. It must be presented in a context that
is easily understood, providing organizations large and small the capability to maintain decision superiority in whatever domain they
compete in. Brightline’s focus is not isolated to national defense operations, transcending national security domains to include
all data-rich but knowledge-sparse organizational decision frameworks. I believe Brightline is well-positioned to help shape that future.”
—
Admiral Scott Swift, USN (Ret.), Chairman of the Board
Tyler
Gates was appointed as Chief Executive Officer and Bill Keneally as Chief Financial Officer in connection with its previously
announced strategic shift into a physical AI focused company. Tyler Gates has been leading Brightline since 2012. The new executive
team also includes Jason Powers as Chief Technology Officer, with 18 years of continuous leadership over Brightline’s platform
development; Nick Fry as Chief Product Officer; and Demetrios Soutsos as Chief Strategy Officer.
Market
and Strategy
Physical
AI — autonomous systems that perceive, decide, and act in real-world environments — is moving rapidly from research to operational
deployment across defense, logistics, manufacturing, robotics, and critical infrastructure. We believe the core constraint on that expansion
is not AI capability. It is interoperability. Without a shared operational context layer, each new platform added to a program tends
to add fragmentation rather than capability.
SpatialCore
is how we solve that. It functions as the operational context and interoperability layer between autonomous systems, sensors, AI models,
and the real-world data they need to act — a single integration point that replaces custom engineering with a single connection.
As the Physical AI ecosystem grows, we believe SpatialCore will grow with it.
Our
go-to-market strategy follows a deliberate sequence: deepening our current Department of Defense footprint, expanding into civil government,
extending into the defense industrial base through OEM partnerships, and addressing the commercial autonomy market. We aim to build partnerships
across the defense industrial base and will announce agreements as they are confirmed.
For
more on our mission, technology, and founding story, visit: https://brightlineinteractive.com/news/the-foundation-behind-brightline-and-spatialcore
About
Brightline Interactive and Glimpse
Brightline
Interactive, is the Physical AI and spatial computing division of The Glimpse Group, Inc. (NASDAQ: GGRP). Brightline builds SpatialCore,
an open standards-based interoperability and operational context platform that enables autonomous systems, AI agents, sensors, and digital
twins to operate from a shared understanding of the physical world. SpatialCore is deployed in live U.S. Navy operations and is built
on open data standards backed by NVIDIA, Apple, and the major robotics and simulation platforms. Brightline holds Cooperative Research
and Development Agreements with both the U.S. Navy and U.S. Army. For more information, visit brightlineinteractive.com.
Cautionary
Statement on Forward-Looking Statements
This
press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act
of 1995, including statements related to Brightline Interactive’s strategy, market position, product development, partnership activities,
and business expansion plans. The words “aim,” “believe,” “could,” “expect,” “intend,”
“may,” “plan,” “will,” or the negative of these words or other similar terms are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements
in this press release are based upon current plans and strategies of The Glimpse Group, Inc. and Brightline Interactive and reflect their
current assessment of the risks and uncertainties related to their business as of the date of this press release. The Glimpse Group assumes
no obligation to update any forward-looking statements contained in this press release. Such statements are subject to known and unknown
risks, uncertainties, and assumptions, and actual results could differ materially from those expressed or implied. Factors that may cause
actual results to differ materially include, without limitation, market conditions, competitive developments, and the other risks detailed
in The Glimpse Group’s periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q.
SOURCE:
The Glimpse Group Inc.
