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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 |
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|
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Allocation of
corporate overhead based upon the Glimpse Learning percentage of total consolidated revenue |
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|
| (d) |
No income tax adjustment has been made based upon the Company’s
existing full U.S net operating loss valuation allowance |
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|
| (e) |
This adjustment reflects the Divesture of the Glimpse Learning
assets |
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|
| (f) |
This adjustment reflects the Divesture of the Glimpse Learning
liabilities |
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|
| (g) |
APIC adjustment reflects net advances from Glimpse parent to
Glimpse Learning to cover accumulated losses since inception. |
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|
| (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. |