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Glimpse Group (NASDAQ: GGRP) divests Glimpse Learning, refocuses on Physical AI

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Glimpse Group, Inc. has sold all assets and membership interests of its wholly owned subsidiary Glimpse Learning, LLC to Glimpse Learning, Inc. under a Master Purchase Agreement completed on June 30, 2026.

In exchange, Glimpse receives 1,999,999 shares of the buyer, equal to a 19.99% equity interest on a fully diluted basis, ongoing royalty rights, and the buyer’s assumption of specified liabilities. Glimpse will earn 7% of revenue from July 1, 2027 through December 31, 2027 and 10% of revenue thereafter, until total royalty payments reach $1,200,000, with an option for the buyer to buy out this obligation on December 30, 2027 for $1,000,000 in cash minus royalties already paid.

Glimpse paid the buyer a $200,000 working capital adjustment at closing and agreed to additional revenue-share payments totaling $94,000 over 2026–2027. Pro forma financials show that for the nine months ended March 31, 2026, revenue excluding Glimpse Learning would have been $2,465,723 with a net loss of $13,734,424, and for the year ended June 30, 2025, revenue would have been $9,412,461 with a net loss of $1,337,144. Management describes the divested business as a non-core legacy asset and highlights a strategic focus on its Physical AI subsidiary Brightline Interactive and its SpatialCore platform.

Positive

  • None.

Negative

  • None.

Insights

Glimpse exits a non-core unit, keeps upside through equity and capped royalties.

The Glimpse Group completed a related-party sale of Glimpse Learning, LLC to Glimpse Learning, Inc., whose largest shareholder is former CEO Lyron Bentovim. Consideration is primarily non-cash: a 19.99% equity stake in the buyer plus future revenue-based royalties, with the buyer assuming certain liabilities.

The structure shares future performance risk. Glimpse earns 7% of buyer and affiliate revenues in late 2027 and 10% thereafter until it has received $1.2M, or a one-time $1.0M buyout at year-end 2027. Upfront, Glimpse also made a $200k working capital payment and smaller scheduled revenue-share payments.

Pro forma financials show Glimpse Learning contributed around $0.9M–$1.1M of revenue but also significant expenses and goodwill impairment, with consolidated net losses still large after the divestiture. The transaction supports the company’s stated shift toward its Physical AI business anchored by Brightline Interactive and the SpatialCore platform, while leaving the core entity loss-making in the historical periods presented.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity stake in buyer 1,999,999 shares (19.99%) Common stock of Glimpse Learning, Inc. received as consideration
Royalty cap $1,200,000 Maximum aggregate royalty payments from buyer and affiliates
Royalty buyout option $1,000,000 Cash buyout amount on December 30, 2027, minus prior royalties
Working capital payment $200,000 Paid by Glimpse to buyer at closing on June 30, 2026
Additional payments to buyer $58,000 + $18,000 + $18,000 Revenue share and scheduled payments due in 2026–2027
Pro forma revenue (9M 2026) $2,465,723 Nine months ended March 31, 2026, after Glimpse Learning divestiture
Pro forma net loss (9M 2026) $13,734,424 Nine months ended March 31, 2026, excluding Glimpse Learning
Pro forma net loss (FY 2025) $1,337,144 Year ended June 30, 2025, excluding Glimpse Learning
Master Purchase Agreement financial
"entered into a Master Purchase Agreement (the “Purchase Agreement”) with Glimpse Learning, Inc."
royalty payments financial
"ongoing royalty payments as described below; and (iii) the assumption by Buyer"
Payments made to the owner of an asset, patent, trademark, mineral right, or creative work in exchange for permission to use it; they are typically a percentage of sales or a fixed fee per unit sold. For investors, royalty payments represent a steady income stream tied to the underlying product’s sales performance, similar to collecting rent from tenants — predictable cash flow that can reduce risk or add value when evaluating a company’s revenue sources.
Change of Control financial
"In the event of a Change of Control of Buyer (as defined in the Purchase Agreement)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
unaudited pro forma condensed consolidated financial statements financial
"The following unaudited pro forma condensed consolidated financial statements of the Company"
Article 11 of Regulation S-X regulatory
"Article 11 of Regulation S-X requires that pro forma financial information include"
transaction accounting adjustments financial
"Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting"
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FAQ

What asset did The Glimpse Group (GGRP) sell in June 2026?

The Glimpse Group sold all assets and membership interests of its wholly owned subsidiary Glimpse Learning, LLC. The sale included related intellectual property, business assets, and certain contracts, as part of a strategic move to exit a non-core legacy business and focus on Physical AI infrastructure.

What consideration did The Glimpse Group (GGRP) receive for Glimpse Learning?

Glimpse received 1,999,999 shares of Glimpse Learning, Inc., representing a 19.99% fully diluted equity stake, plus revenue-based royalty rights and the buyer’s assumption of specified liabilities. This provides ongoing economic exposure to the divested business instead of a large upfront cash purchase price.

How are royalty payments structured in The Glimpse Group’s Glimpse Learning sale?

The buyer must pay Glimpse 7% of revenue from July 1 to December 31, 2027, and 10% of revenue from January 1, 2028 onward. Payments stop once Glimpse has received $1,200,000 in total royalties, aligning long-term value with the performance of the buyer and its affiliates.

Can the buyer of Glimpse Learning end the royalty obligation early?

Yes. On December 30, 2027, the buyer may buy out the royalty obligation by paying $1,000,000 in cash, reduced by prior royalty payments. A Change of Control of the buyer also triggers a payment equal to $1,200,000 minus royalties already paid, due within 60 days of that event.

How did the Glimpse Learning divestiture affect Glimpse Group’s pro forma results?

For the nine months ended March 31, 2026, pro forma revenue excluding Glimpse Learning was $2,465,723 with a net loss of $13,734,424. For the year ended June 30, 2025, pro forma revenue was $9,412,461 with a net loss of $1,337,144, reflecting continued losses despite removing the subsidiary.

What strategic focus did The Glimpse Group highlight after the Glimpse Learning sale?

The company emphasized a shift to being a pureplay Physical AI infrastructure business built around its Brightline Interactive subsidiary and SpatialCore platform. Management described Glimpse Learning as a non-core legacy asset and positioned the divestiture as supporting a more focused operating model.
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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 30, 2026

 

 

 

THE GLIMPSE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-40556   81-2958271

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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 1.01. Entry into a Material Definitive Agreement.

 

Master Purchase Agreement

 

On June 30, 2026, The Glimpse Group, Inc. (the “Company”) entered into a Master Purchase Agreement (the “Purchase Agreement”) with Glimpse Learning, Inc., a newly-formed Wyoming company (the “Buyer”), pursuant to which the Company agreed to sell to Buyer all of the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (the “Subsidiary”), together with certain assigned assets used exclusively in the Subsidiary’s business. Lyron Bentovim, the Company’s former President and Chief Executive Officer, former Chairperson of the Company’s Board of Directors, and current beneficial owner of approximately 5% of the Company’s outstanding common stock, is the largest shareholder of the Buyer owning approximately 50.6% of the Buyer’s outstanding common stock prior to entry into the Purchase Agreement. No other material relationships exist between the Company and the Buyer.

 

The purchase price for the Shares and assigned assets consists of: (i) the issuance to the Company of 1,999,999 shares of common stock of Buyer, representing a 19.99% equity interest in Buyer on a fully diluted basis; (ii) ongoing royalty payments as described below; and (iii) the assumption by Buyer of certain specified liabilities associated with the assigned assets. The purchase price of the Shares and assigned assets was determined by arm’s length negotiations between Buyer and the Company following Mr. Bentovim’s departure from the Company.

 

The assigned assets include: (a) certain technology, embodiments, and all intellectual property rights related thereto, including four U.S. patents and various software platforms and solutions; (b) business assets exclusively used in the business, including computers, office equipment, and other tangible personal property; and (c) all of the Company’s rights under assigned contracts exclusive to the business.

 

Under the Purchase Agreement, Buyer is obligated to pay the Company: (a) seven percent (7%) of all revenue collected by Buyer, the Subsidiary, or their affiliates from July 1, 2027 through December 31, 2027; and (b) ten percent (10%) of all revenue collected by Buyer, the Subsidiary, or their affiliates on or after January 1, 2028. Royalty payments will cease once the Company has received an aggregate of $1,200,000 in royalty payments. Buyer has the option, at its sole discretion, to buy out the royalty obligation on December 30, 2027, by paying the Company $1,000,000 in cash, less any royalty payments previously made. In the event of a Change of Control of Buyer (as defined in the Purchase Agreement) or upon a violation of certain covenants, Buyer is required to pay the Company an amount equal to $1,200,000 minus any royalty payments previously made, within 60 days of the occurrence of the Change of Control.

 

The Company has agreed to pay Buyer: (i) a revenue share payment of $58,000 on or before September 30, 2026, representing a portion of an invoice to the National Institutes of Health for services to be provided after closing; and (ii) payments of $18,000 each on December 1, 2026 and March 1, 2027. As an agreed working capital adjustment, the Company paid the Buyer $200,000 on June 30, 2026 in connection with the closing of the transaction.

 

The Purchase Agreement contains customary representations and warranties, covenants and agreements of the Company and Buyer. The representations and warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the Company or any of the parties to the Purchase Agreement.

 

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On July 7, 2026, the Company issued a press release announcing the above reference transaction. 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.

 

(b) Pro Forma Financial Information

 

The following unaudited pro forma condensed consolidated financial statements of the Company reflecting the sale of Glimpse Learning, LLC are filed as Exhibit 99.2 to this Current Report and are incorporated herein by reference:

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;
   
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended March 31, 2026 and for the year ended June 30, 2025;
   
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Master Purchase Agreement, dated as of June 30, 2026, by and between the Company and Glimpse Learning, Inc.

99.1

 

Press Release, dated July 7, 2026.

99.2   Unaudited Pro Forma Condensed Consolidated Financial Information of the Company.
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: July 7, 2026   /s/ Tyler Gates
  Name: Tyler Gates
  Title: President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

The Glimpse Group Sharpens Focus as a Pureplay Physical AI Company with Strategic Divestment

 

Transition reflects the strategic direction set with the appointment of CEO Tyler Gates and the Company’s new board

 

ASHBURN, VA – July 7, 2026 — The Glimpse Group, Inc. (NASDAQ: GGRP) (“Glimpse” or the “Company”) today announced the sale of Glimpse Learning, LLC, a non-core legacy asset, continuing the Company’s transformation into a pureplay Physical AI infrastructure company anchored by its subsidiary, Brightline Interactive (“Brightline”), and its SpatialCore platform.

 

The divestment is the latest step in a strategic shift Glimpse began earlier this year, when it named Tyler Gates as Chief Executive Officer, seated a new board chaired by Ret. Admiral Scott Swift and received a $1.85-million capital infusion.

 

A Streamlined, Mission-Focused Company

 

Glimpse is directing its resources and management’s attention toward Brightline and SpatialCore, the open standards-based interoperability and operational-context platform that gives technologies like drones, robotics, autonomous vehicles, digital twins and AI models a shared, real-time understanding of the physical world.

 

Traditional methods for integrating autonomous systems often require nearly a year of development; however, SpatialCore is designed to reduce this timeline to just several weeks. It was designed in partnership with the US Navy and is used in live operations.

 

“Our strategic focus as a company is pointed at a key opportunity: giving autonomous systems a shared, governed understanding of the physical world they operate in,” said Tyler Gates, Chief Executive Officer of The Glimpse Group. Glimpse’s strategy remains sequenced around deepening its footprint within the Department of War, extending into the defense-industrial base through OEM partnerships, and addressing the broader commercial autonomy market.

 

“Physical AI will require the kind of common operational framework that Brightline has spent over a decade building,” said Ret. Admiral Scott Swift, Chairman of the Board. “One that lets machines and decision-makers operate off the same picture of reality, in whatever domain they compete in. Speed matters in this environment, and a focused company is a faster company.”

 

21745 Red Rum Dr., Suite 242, Ashburn, VA 20147 || brightlineinteractive.com

 

 

 

 

 

About Brightline Interactive and The Glimpse Group

 

Brightline Interactive is the Physical AI and spatial computing subsidiary 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 word “will,” “strategy,” or the negative of this word 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.

 

Company Contact

 

Tyler Gates, CEO, The Glimpse Group

(703) 594-7496

tyler@brightlineinteractive.com

 

Media Contact

 

brightline@samsonpr.com

 

21745 Red Rum Dr., Suite 242, Ashburn, VA 20147 || brightlineinteractive.com

 

 

 

 

Exhibit 99.2

 

Unaudited Pro Forma Condensed Consolidated Financial Statements

 

On June 30, 2026, The Glimpse Group, Inc. (“the Company”) completed the sale of all of the assets and liabilities exclusively related to the Company’s Glimpse Learning business and wholly-owned subsidiary (the “Divesture”) pursuant to the Master Purchase Agreement reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2026.

 

The unaudited pro forma condensed consolidated financial statements have been developed by applying pro forma adjustments to the Company’s historical consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and give effect to the Divesture.

 

The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026, and for the year ended June 30, 2025, assume that the Divesture occurred as of July 1, 2024.

 

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, assumes that the Divesture occurred on that date. The unaudited pro forma condensed consolidated financial statements are presented based on currently available information and are intended for informational purposes only.

 

These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Divesture been completed on the dates assumed. In addition, they are not necessarily indicative of the Company’s future results of operations or financial condition. Beginning in the fourth quarter of 2026, the historical financial results of Glimpse Learning for periods prior to the Divestures will be reflected in the Company’s consolidated financial statements as discontinued operations.

 

The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance with US GAAP and are presented based on assumptions, adjustments, and currently available information described in the accompanying notes. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Divesture occurred on the dates indicated, or to project the Company’s financial performance for any future period. Pro forma adjustments have been made for events that are directly attributable to the Divesture and factually supportable.

 

 

 

 

Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:

 

● Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction.

 

● Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity.

 

In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in our disclosures as management adjustments.

 

The transaction accounting adjustments to reflect the business in the unaudited pro forma condensed consolidated financial statements include:

 

● The Divesture of the assets and liabilities of Glimpse Learning pursuant to the Master Purchase Agreement

 

● Estimated impact of the cash paid in connection with the Divesture

 

There are no autonomous entity adjustments included in the pro forma financial information.

 

Additionally, the unaudited pro forma condensed consolidated financial statements do not include management adjustments to reflect any potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the Divesture.

 

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K as of June 30, 2025, and for the year then ended, filed with the SEC on September 25, 2025, and (iii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s Form 10-Q as of March 31, 2026, and for the nine months then ended, filed with the SEC on May 14, 2026.

 

 

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended March 31, 2026

(Unaudited)

 

   As Reported   Glimpse Learning, LLC   ProForma after Glimpse Learning Divestiture 
             
Revenue               
Software services  $2,866,391   $428,926(a)  $2,437,465 
Software license/software as a service   461,159    461,159(a)   - 
Royalty income   28,258    -    28,258 
Total Revenue   3,355,808    890,085    2,465,723 
Cost of goods sold   974,471    243,825(b)   730,646 
Gross profit   2,381,337    646,260    1,735,077 
Operating expenses:               
Research and development expenses   3,400,149    497,873(c)   2,902,276 
General and administrative expenses   2,449,194    773,433(c)   1,675,761 
Sales and marketing expenses   901,640    246,389(c)   655,251 
Amortization of acquisition intangible assets   60,717    36,270(c)   24,447 
Goodwill impairment   10,857,600    300,000(c)   10,557,600 
Change in fair value of acquisition contingent consideration   16,417    -(c)   16,417 
Total operating expenses   17,685,717    1,853,965    15,831,752 
Loss from operations before other income   (15,304,380)   (1,207,705)   (14,096,675)
                
Other income:               
Gain on sale of business   240,000    -    240,000 
Interest income   122,251    -    122,251 
Net loss  $(14,942,129)  $(1,207,705)  $(13,734,424)
                
Basic and diluted net loss per share  $(0.71)       $(0.65)
                
Weighted average common shares to compute basic and  diluted net loss per share   21,072,444         21,072,444 

 

 

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the For the Year Ended June 30, 2025

(Unaudited)

 

   As Reported   Glimpse Learning, LLC   ProForma after Glimpse Learning Divestiture 
             
Revenue               
Software services  $9,996,491   $730,567(a)  $9,265,924 
Software license/software as a service   503,734    384,897(a)   118,837 
Royalty income   27,700    -    27,700 
Total Revenue   10,527,925    1,115,464    9,412,461 
Cost of goods sold   3,407,946    178,461(b)   3,229,485 
Gross profit   7,119,979    937,003    6,182,976 
Operating expenses:               
Research and development expenses   3,494,731    729,788(c)   2,764,943 
General and administrative expenses   3,636,266    765,598(c)   2,870,668 
Sales and marketing expenses   2,201,754    559,021(c)   1,642,733 
Amortization of acquisition intangible assets   427,150    133,817(c)   293,333 
Change in fair value of acquisition contingent consideration   102,412    (35,714)(c)   138,126 
Total operating expenses   9,862,313    2,152,510    7,709,803 
Loss from operations before other income   (2,742,334)   (1,215,507)   (1,526,827)
                
Other income               
Interest income   189,683    -    189,683 
Net loss  $(2,552,651)  $(1,215,507)(d)  $(1,337,144)
                
Basic and diluted net loss per share  $(0.13)       $(0.07)
                
Weighted average common shares to compute basic and  diluted net loss per share   19,633,374         19,633,374 

 

 

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2026

(Unaudited)

 

   As Reported   Glimpse Learning, LLC   ProForma after Glimpse Learning Divestiture 
             
ASSETS               
Cash and cash equivalents  $2,151,320   $200,000(e)  $1,951,320 
Accounts receivable   662,201    96,480(e)   565,721 
Deferred costs   2,129    1,859(e)   270 
Notes receivable   50,832    -    50,832 
Prepaid expenses and other current assets   674,497    191,195(e)   483,302 
Total current assets   3,540,979    489,534    3,051,445 
                
Equipment and leasehold improvements, net   41,278    -    41,278 
Right-of-use assets, net   161,160    -    161,160 
Other assets   11,100    -    11,100 
Total assets  $3,754,517   $489,534   $3,264,983 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY               
Accounts payable  $215,386   $54,394(f)   160,992 
Accrued liabilities   364,136    101,169(f)   262,967 
Deferred revenue   306,418    296,417(f)   10,001 
Lease liabilities, current portion   149,959    -    149,959 
Total current liabilities   1,035,899    451,980    583,919 
                
Long term liabilities               
Lease liabilities, net of current portion   12,371    -    12,371 
Total liabilities   1,048,270    451,980    596,290 
Commitments and contingencies               
Stockholders’ Equity               
Preferred Stock, par value $0.001 per share, 20,000,000 shares authorized; 0 shares issued and outstanding   -    -    - 
Common Stock, par value $0.001 per share, 300,000,000 shares authorized; 21,076,506 and 21,055,506 issued and outstanding, respectively   21,077    -    21,077 
Additional paid-in capital   83,219,223    8,004,125(g)   75,215,098 
Accumulated deficit   (80,534,053)   (8,004,125)(g)   (72,529,928)
Loss on divestiture        37,554(h)   (37,554)
Total stockholders’ equity   2,706,247    37,554    2,668,693 
Total liabilities and stockholders’ equity  $3,754,517   $489,534   $3,264,983 

 

 

 

 

The Glimpse Group, Inc.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

The unaudited pro forma condensed consolidated financial statements give effect to the Divesture of Glimpse Learning in accordance with Article 11 of Regulation of S-X.

 

The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026 and for the year ended June 30, 2025 are presented as if the Divesture occurred as of July 1, 2024.

 

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the Divesture occurred on that date.

 

(a) This adjustment reflects the elimination of the Glimpse Learning revenues
   
(b) This adjustment reflects the elimination of the Glimpse Learning cost of goods sold
   
(c) This adjustment reflects the elimination of the Glimpse Learning operating expenses and includes within general and administrative expense both:
   
The compensation expense of the Glimpse Learning Managing Director
   
Allocation of corporate overhead based upon the Glimpse Learning percentage of total consolidated revenue
   
(d) No income tax adjustment has been made based upon the Company’s existing full U.S net operating loss valuation allowance
   
(e) This adjustment reflects the Divesture of the Glimpse Learning assets
   
(f) This adjustment reflects the Divesture of the Glimpse Learning liabilities
   
(g) APIC adjustment reflects net advances from Glimpse parent to Glimpse Learning to cover accumulated losses since inception.
   
(h) This adjustment reflects the estimated loss on of the Divesture of Glimpse Learning assuming it occurred on March 31, 2026. This will differ from the actual gain or loss to be reported by the Company as of June 30, 2026, the actual Divesture date.

 

 

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