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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): May 14, 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.) |
15
West 38th St., 12th
Floor
New
York, 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 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 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
May 14, 2026, The Glimpse Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell and issue
to the Investors, in a registered direct offering (the “Offering”), (i) 622,306 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), together with accompanying warrants to purchase up to 4,193,182 shares of
Common Stock (with each accompanying warrant exercisable for one and one-quarter shares of Common Stock) (the “Common Stock Warrants”),
and (ii) in lieu of Common Stock to certain of the Investors, pre-funded warrants to purchase up to 2,732,240 shares of Common Stock
(the “Pre-Funded Warrants”).
The
combined purchase price for each share of Common Stock and accompanying Common Stock Warrant is $0.55, and each Pre-Funded Warrant and
accompanying Common Stock Warrant is $0.549.
The
net proceeds to the Company from the Offering are expected to be approximately $1.79 million, after deducting the estimated offering
expenses payable by the Company.
All
of the securities are being sold by the Company directly to the Investors, and the Company has not retained a placement agent or underwriter
in connection with the Offering. The closing of the Offering is expected to occur on or about May 18, 2026, subject to the satisfaction
of customary closing conditions.
The
Offering is being made pursuant to a prospectus supplement dated May 14, 2026 and an accompanying prospectus dated November 26, 2025,
pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-291727) previously filed with
the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
Each
Pre-Funded Warrant entitles the holder to purchase one share of Common Stock at an exercise price equal to $0.001 per share and will
be immediately exercisable from the date of its issuance.
Each
Common Stock Warrant entitles the holder thereof to purchase one and one-quarter shares of Common Stock at an exercise price equal to
$0.55 per share of Common Stock, will be exercisable six months from the original issuance date and will expire seven and a half years
from the date of original issuance.
A
holder of Common Stock Warrants or Pre-Funded Warrants will not be entitled to exercise any portion of such Common Stock Warrant or Pre-Funded
Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such
holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial
ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage
may be increased or decreased at the holder’s election upon 61 days’ notice to the Company, provided that such percentage may
in no event exceed 19.99%.
In
addition, in certain circumstances, upon a fundamental transaction (as described in the Common Stock Warrants or Pre-Funded, Warrants,
as applicable), a holder of Common Stock Warrants or Pre-Funded Warrants will be entitled to receive, upon exercise of the Common Stock
Warrants or the Pre-Funded Warrants, as applicable, the kind and amount of securities, cash or other property that the holders would
have received had they exercised the Common Stock Warrants or the Pre-Funded Warrants, as applicable, immediately prior to such fundamental
transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation.
In
lieu of receiving such Common Stock in the fundamental transaction, the holder of a
Common Stock Warrant may elect to have the Company or the successor entity purchase the holder’s Common Stock Warrant for its Black-Scholes
value, as determined in accordance with the terms of the Common Stock Warrants.
Pursuant
to the terms of the Securities Purchase Agreement and subject to certain exceptions, the Company has agreed to grant the Investors certain
participation rights in future financings conducted by the Company during the 12-month period following the closing of the Offering.
Subject to the terms and conditions set forth in the Securities Purchase Agreement, the Investors will have the right, but not the obligation,
to participate in future equity or equity-linked financings undertaken by us in an aggregate amount of up to 33.33% of the securities
issued in each such financing, on substantially the same terms, conditions and price as offered to other investors in such financing.
The foregoing participation rights are subject to customary exceptions, including issuances pursuant to equity incentive plans, acquisitions
and other customary excluded issuances, as well as compliance with applicable securities exchange rules and other applicable laws and
regulations..
The
Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investors, customary
conditions to closing, indemnification obligations of the Company and the Investors, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Securities Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations
agreed upon by the contracting parties.
The
foregoing summaries of the Securities Purchase Agreement, the Common Stock Warrants and Pre-Funded Warrants do not purport to be complete
and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 4.1 and 4.2, respectively, hereto and
incorporated herein by reference.
The
legal opinion of Kesse PLLC relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit
5.1 to this Current Report on Form 8-K (this “Report”).
Item 8.01
Other Events.
On May 15, 2026, the Company issued
a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Report and is incorporated
by reference herein.
Forward-Looking
Statements
This
Report contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this Report can be identified by the use of forward-looking words or phrases such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“think,” “will,” “would,” or the negative of these words or other similar or comparable terms and
phrases, although not all forward-looking statements contain these words. Any forward-looking statements in this Report are based upon
the Company’s current plans and strategies and reflect the Company’s current assessment of the risks and uncertainties related
to its business and are made as of the date of this Report. The Company assumes no obligation to update any forward-looking statements
contained in this Report because of new information or future events, developments or circumstances. Such forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of
the assumptions prove incorrect, the Company’s actual results could differ materially from those expressed or implied by such statements.
Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are
not limited to, uncertainties related to market conditions and the satisfaction of customary closing conditions related to the Offering
and the Company’s expectations regarding the use of proceeds therefrom. This list is not exhaustive and other risks are detailed
in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K and
the Company’s other filings with the Securities and Exchange Commission, which are available at www.sec.gov.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Common Stock Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Kesse PLLC |
| 10.1 |
|
Form of Securities Purchase Agreement, dated May 14, 2026, by and among the Company and the purchasers party thereto |
| 23.1 |
|
Consent of Kesse PLLC (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated May 15, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
May 15, 2026
| THE
GLIMPSE GROUP, INC. |
|
| |
|
|
| By: |
/s/ Lyron
Bentovim |
|
| |
Lyron
Bentovim |
|
| |
Chief
Executive Officer |
|
Exhibit
99.1
The
Glimpse Group Announces Pricing of $1.845 Million Investment As It Transitions Into A Physical AI Company
New
York City, NY / Access Newswire/ May 15, 2025 – The Glimpse Group, Inc. (“Glimpse”) (NASDAQ:GGRP), a diversified
Immersive Technology platform company providing enterprise-focused Immersive Technology, Spatial Computing and Artificial Intelligence
(“AI”) driven software and services, announced today the pricing of a registered direct offering of $1.845 million to
support its strategic shift into a physical AI focused company.
Offering
Terms: (i) 622,306 shares of its common stock, (ii) pre-funded warrants
to purchase up to 2,732,240 shares of its common stock, and (iii) accompanying warrants to purchase up to 4,193,182 shares of common
stock. The combined public offering price of each share of common stock and accompanying warrant to purchase common stock is $0.55. For
investors who elect to purchase pre-funded warrants in lieu of common stock, the combined public offering price for each pre-funded warrant
and accompanying warrant to purchase common stock is $0.549, which equals the combined price at which shares of common stock and accompanying
warrants to purchase common stock are being sold in the offering, minus $0.001, the per share exercise price of each pre-funded warrant.
All of the securities being sold in the offering are being sold by Glimpse directly to the investors in the offering, without any placement
agent or underwriter. The offering is expected to close on or about May 18, 2026, subject to the satisfaction of customary closing conditions.
The
gross proceeds to Glimpse from the offering, before estimated offering expenses, are expected to be approximately $1.79 million.
If all of the pre-funded warrants and warrants to purchase common stock sold in the offering were to be exercised in cash at their respective
exercise prices, Glimpse would receive additional gross proceeds of approximately $2.3 million, before deducting expenses.
Glimpse
intends to use the net proceeds from the proposed offering for general corporate purposes and working capital relating to the business
of its subsidiary, Brightline Interactive, Inc.
Glimpse
has not retained a placement agent or underwriter in connection with the offering.
The
shares of common stock, pre-funded warrants and accompanying warrants to purchase common stock, and the shares of common stock
issuable upon exercise of the pre-funded warrants and the warrants to purchase common stock, are being offered by Glimpse pursuant
to a shelf registration statement on Form S-3 (File No: 333-291727) previously filed with the Securities and Exchange Commission
(“SEC”) on November 21, 2026 and declared effective by the SEC on November 25, 2026. This offering is being made only by
means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement related
to the offering has been filed with the SEC, and is available on the website of the SEC at http://www.sec.gov. Copies of the final prospectus
supplement and the accompanying prospectus relating to this offering may also be obtained when available by contacting The Glimpse Group,
Inc., Attention: Maydan Rothblum, 15 West 38th St., 12th Floor, New York, New York 10018, or by telephone at (917)
292-2685, or by email at maydan@theglimpsegroup.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that state or jurisdiction.
About
Glimpse
The
Glimpse Group, Inc. (NASDAQ: GGRP) 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 Glimpse, please visit www.theglimpsegroup.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, without limitation, express or implied statements related to Glimpse’s expectations regarding the timing of
the proposed public offering, the size and expected gross proceeds from the offering and the anticipated use of proceeds from the proposed
offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“seek,” “should,” “think,” “will,” “would,” or the negative of these words
or other similar or comparable terms and phrases 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 Glimpse and reflect Glimpse’s current assessment of the risks and uncertainties related to its business and are made as of the
date of this press release. Glimpse assumes no obligation to update any forward-looking statements contained in this press release because
of current information or future events, developments or circumstances. Such forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect,
Glimpse’s actual results could differ materially from those expressed or implied by such statements. Factors that may cause actual
results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, uncertainties
related to market conditions and the satisfaction of customary closing conditions related to the proposed offering and Glimpse’s
expectations regarding the completion, timing and size of the proposed offering and the use of proceeds therefrom. This list is not exhaustive
and other risks are detailed in Glimpse’s periodic reports filed with the SEC, including Glimpse’s most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
