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2026-03-13
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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): March 13, 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 |
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 13, 2026, The Glimpse Group, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s
common stock listed on Nasdaq was below $1.00 for the prior 30 consecutive business days, the Company no longer meets the minimum bid
price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid
price of at least $1.00 per share (the “Minimum Bid Price Requirement”).
The
notification has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from March 13, 2026, or until September 9, 2026, to regain compliance with the Minimum
Bid Price Requirement. If at any time before September 9, 2026, the bid price of the Company’s common stock closes at or above
$1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved
compliance with the Minimum Bid Price Requirement.
The
notification letter also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by
September 9, 2026, the Company may be eligible for additional time. To qualify for additional time, the Company would be required
to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to
cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these
requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However,
if it appears to the staff of Nasdaq (the “Staff”) that the Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, the Staff would notify the Company that its securities will be subject to delisting.
The
Company’s receipt of the notification letter has no immediate effect on the listing of the Company’s shares, which will continue
to trade uninterrupted on Nasdaq under the ticker “GGRP”. In addition, it does not affect the Company’s business, operations
or reporting requirements with the Securities and Exchange Commission. In order to regain compliance with the Minimum Bid Price Requirement,
the Company may consider various potential measures to resolve the deficiency. The Board of Directors of the Company will continue to
explore all options to maximize shareholder value.
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.
Date:
March 18, 2026
| THE GLIMPSE GROUP, INC. |
|
| |
|
|
| By: |
/s/ Lyron
Bentovim |
|
| |
Lyron Bentovim |
|
| |
Chief Executive Officer |
|
