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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
2.02 Results of Operations and Financial Condition.
On
May 14, 2026, The Glimpse Group, Inc. (the “Company”) issued
a press release announcing financial results for its quarter ended March 31, 2026. A copy of the press release is furnished herewith
as Exhibit 99.1.
The
information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities 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 (the
“Securities Act”), or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item
7.01 Regulation FD Disclosure.
Pursuant
to the press release, the Company also announced a fundamental strategic update and certain matters relating thereto.
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, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act 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 May 14, 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 14, 2026
| THE GLIMPSE GROUP, INC. |
|
| |
|
|
| By: |
/s/ Lyron Bentovim |
|
| |
Lyron Bentovim |
|
| |
Chief Executive Officer |
|
Exhibit
99.1
The
Glimpse Group Becomes A Pureplay Physical AI Company and Announces Q3 Fiscal Year 2026 Financial Results
The
Strategic Shift Includes: Pureplay Physical AI Focus; Direct Equity Investment by Its Two Largest Shareholders, Incoming Board &
Execs; Incoming Tier 1 Board; and Executive Changes
NEW
YORK, NY, May 14, 2026 — 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 a fundamental strategic update and financial results for its third quarter fiscal year 2026, ended March 31,
2026 (“Q3 FY ‘26”).
Strategic
Shift of Glimpse to Brightline Interactive, Inc (“BLI”)
| ● | BLI
is Glimpse’s subsidiary company that provides advanced Physical AI infrastructure software
and services to the U.S. Department of War (“DoW”) and Big-Data Enterprises via
its SpatialCore platform. |
| ○ | SpatialCore
is an engine that drives a standardized connection and interface between AI systems, enabling
to access the real world – well beyond today’s mostly text and 2D databases and
formats. |
| ○ | The
implications are potentially far reaching and transformative for autonomous vehicles, drone
swarms, robotics and intelligent machines, defense systems, advanced weaponry and other. |
| ○ | Incorporated
at the infrastructure level, SpatialCore enables intelligent systems to perceive, decide
and act in the real world (“Physical AI”) via a standardized interface that is
usable across disparate systems that currently cannot communicate effectively. |
| ● | BLI
has proven its technology with several large contracts across cutting edge DoW entities and
Cooperative Research and Development Agreements (CRADA) with both the Navy and Army. In addition,
the technology is built in collaboration with NVIDIA. |
| ● | We
are encouraged that BLI has generated further and significant interest from various strategic
players in the AI, DoW and autonomous segments. |
| ● | Brightline’s
leadership team has spent more than two decades developing the technologies underlying data
interoperability, 3D/4D computing, cloud-scale infrastructure and Physical AI, with a CEO
and CTO team that helped shape the evolution of spatial computing and real-world AI systems.
Backed by experienced strategy and product leadership, Brightline combines deep technical
expertise with proven execution across government, industrial and autonomous systems. |
| ● | Given
this tremendous opportunity, we have decided to focus Glimpse’s going forward efforts
solely on BLI as a pureplay Physical AI company. Glimpse is becoming Brightline (“Strategic
Shift”). To facilitate this Strategic Shift: |
| ○ | A
tier 1 board will be replacing Glimpse’s current board. |
| ○ | Immediate
infusion of support capital from a small group, including Glimpse’s largest
investor, second largest investor, incoming board members, company co-founders and executives. |
| ○ | Evaluate
strategic alternatives for our Immersive tech subsidiary Glimpse Learning and shut down S5D.
Our focus is to allow BLI to clearly position itself in the Physical AI space, and sharply
focus company efforts and resources on BLI. |
| ○ | Withdrawal
of our previously announced BLI IPO process. While much progress had been made, including
several rounds with the SEC, ultimately the timing and end result remained elusive and unclear. |
| ○ | Tyler
Gates, current General Manager of BLI will assume the role of CEO, replacing current CEO
Lyron Bentovim. |
Formation
of New Board:
| ● | As
an integral and important part of our Strategic Shift, subject to the finalization of internal
transition items, it is expected that on or about June 1, 2026 the individuals listed below
will replace Glimpse’s current board of directors*. This is expected to be a highly
active and effective board, that has also invested in the current direct equity financing
round (full bios to be presented upon the completion of the transition): |
| ○ | Ret.
Admiral Scott Swift (incoming Chairman of the Board): U.S. Navy veteran of over 40
years, attaining the rank of Admiral and having held seven command assignments, culminating
in his service as the 35th Commander of the U.S. Pacific Fleet. Mr. Swift currently serves
as Chair of the Advisory Board of HawkEye 360, an RF geospatial intelligence company, as
Chair of the Advisory Board of Lockheed Martin Rotary and Mission Systems, and as an advisory
board member of General Atomics Aeronautica Systems. |
| ○ | Ret.
Major General Pete Fesler: U.S. Airforce veteran of over 27 years, attaining the
rank of Major General, culminating in his role Deputy Director of Operations for the North
American Aerospace Defense Command (NORAD), where he directed US and Canadian aerospace and
maritime warning and air defense missions. Mr. Fesler worked in the Secretary of Defense’s
Chief Digital and Artificial Intelligence Office where he focused on advancing the application
of advanced computing, data architectures, and artificial intelligence in command-and control
systems, with particular emphasis on enabling distributed globally integrated planning. |
| ○ | Brain
Archer (incoming Chair of Audit Committee): Previously a Managing Director at Citigroup,
serving for ten years as Citi’s Head of Global Credit Trading, and holding a series
of management and trading positions at both Citigroup and JPMorgan, working across a broad
range of fixed income and equity products. He served as a member of the Board of Trustees
at the University of Scranton, a board member of the International Swaps and Derivatives
Association (ISDA) and was an inaugural member of the Securities and Exchange Commission’s
Fixed Income Market Structure Advisory Committee (SEC FIMSAC). Mr. Archer is an adjunct professor
in accounting and finance at Seton Hall University and Drew University, and began his professional
career as a CPA in the audit practice at KPMG. |
| ○ | Tamar
Elkeles (current and incoming): Dr. Elkeles has served as an independent director
of Glimpse since April 2024. Dr. Elkeles has nearly 30 years of experience in the technology
sector, including extensive work in government contracting, development and implementation
of compliance frameworks, cybersecurity readiness and scaling operations within federal and
defense markets. She was previously the Chief Learning & Talent Officer at Qualcomm Incorporated
where she led strategic initiatives with, among other entities, U.S. federal agencies, defense
organizations and international government partners. |
| ○ | Tyler
Gates (incoming CEO): Mr. Gates has served as General Manager of BLI and as Chief
Futurist Officer of Glimpse since August 1, 2022. Prior to Glimpse’s acquisition of
BLI, Mr. Gates was CEO of the company and has held senior executive leadership roles at BLI
since joining in 2012. Mr. Gates is the visionary behind 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. |
*
Tamar Elekels, Ian Charles and Alexander Ruckdaeschelcurrent, current Glimpse Independent Directors, as well as Lyron Bentovim Glimpse’s
current CEO, are expected to stay on Glimpse’s board through the transition period.
Capital
Infusion
| ● | As
a show of support and to strengthen the Company’s balance sheet, a small group,
including Glimpse’s largest investor, second largest investor and incoming board
members, company co-founders and executives have invested approximately $1.85 million
on at-the-market terms. |
| ○ | Common
Shares: $0.55/share per share, based on the Company’s 30-day VWAP trading price (approximately 3,354,545 common shares
and prefunded $0.001/share warrants). |
| ○ | Warrants:
125% warrant coverage at $0.55 per share (approximately 4,193,182 warrants with a cash exercise value of approximately $2.3 million). |
| ○ | Please
refer to the offering prospectus supplement and related Form 8-K for complete
details. |
| ● | The
Company has clean capital structure, with no debt, no converts, no preferreds and no material
contingent liabilities. |
Glimpse
Departures
| ● | Lyron
Bentovim, Glimpse Chairman, President and CEO: Mr. Bentovim is expected to leave the Company
effective June 15, 2026 and from Board of Directors the earlier of June 15, 2026 or when
the incoming Board assumes its position (expected June 1, 2026), in order to help facilitate
an orderly transition. |
| ● | Maydan
Rothblum, Glimpse CFO/COO/Director: Mr. Rothblum is expected to resign from the Glimpse Board
and his operating positions on May 15, 2026 to pursue another opportunity. However, he is
expected to remain as a Board Advisor to the incoming Board, assisting in matters pertaining
to the transition, legacy Glimpse matters, public company management, strategy and capital
markets, and continued cohesiveness of the Glimpse Finance team and audit during the transition
and afterwards. |
| ● | Glimpse’s
Finance team remains intact and cohesive. Replacing Maydan Rothblum as CFO is William J.
Keneally, as of June 1, 2026. Mr. Keneally is a CPA (inactive) and a partner at TechCXO which
provides comprehensive financial C-Suite executives and expertise. 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. |
| ● | Jeff
Enslin, Glimpse independent Board member: Mr. Enslin is expected to resign from his Board
position on May 15, 2026. Mr. Enslin is leaving due to a conflict with a new role he has
taken outside of Glimpse but is expected to serve as an advisor to BLI’s Board. |
Financial
Summary:
For
our financials for the period ended March 31, 2026, please refer to the financial tables below and to our 10Q filed on May 14, 2026.
About
Brightline Interactive
Brightline
Interactive (BLI) is a Physical AI infrastructure software company focused on helping drones, robots and intelligent machines work together
in the real world. Its SpatialCore platform creates a shared operational layer that allows systems from different manufacturers to communicate,
coordinate, and operate together more efficiently.
Rather
than each machine operating from its own limited view of the world, SpatialCore creates a shared picture of physical reality that connected
systems can use at the same time. This gives autonomous systems and AI technologies the real-world context they need to coordinate, make
decisions, and scale more effectively across complex environments.
Built
on open standards and designed to remain independent of both hardware and AI models, SpatialCore is positioned as the software infrastructure
layer beneath drones, robots and autonomous systems, not competing with the AI or mission software above it, but enabling those systems
to work together through a shared understanding of the physical world. By reducing integration complexity and improving the efficient
use of computing and energy resources, Brightline helps organizations scale large autonomous and AI-driven operations more efficiently.
For
more information, please visit www.brightlineinteractive.com
About
The Glimpse Group, Inc.
The
Glimpse Group (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 The Glimpse Group, please visit www.theglimpsegroup.com
Safe
Harbor Statement
This
press release is being made pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended (the “Securities
Act”), and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations
or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act and
other applicable securities laws. This press release may contain certain forward-looking statements based on our current expectations,
forecasts and assumptions that involve risks and uncertainties. Forward-looking statements, if provided, are based on information available
to the Company as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements,
due to risks and uncertainties associated with our business. Forward-looking statements, if provided, include statements regarding our
expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as “anticipate,”
“believe,” “view,” “could,” “estimate,” “expect,” “intend,” “may,”
“should,” and “would” or similar words. All forecasts, if provided, are based on information available at this
time and management expects that internal projections and expectations may change over time. In addition, any forecasts, if provided,
are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of
opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the
information included in this press release, whether as a result of new information, future events or otherwise.
Company
Contact:
Maydan
Rothblum
CFO
& COO
The
Glimpse Group, Inc.
(917)
292-2685
maydan@theglimpsegroup.com
Tyler
Gates
General
Manager (and incoming CEO)
Brightline
Interactive
(703)
943-7202
tyler@brightlineinteractive.com
THE
GLIMPSE GROUP, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| | |
As
of
March 31, 2026 | | |
As
of
June 30, 2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,151,320 | | |
$ | 6,832,725 | |
| Accounts receivable | |
| 662,201 | | |
| 840,551 | |
| Deferred costs | |
| 2,129 | | |
| 48,971 | |
| Notes receivable | |
| 50,832 | | |
| 160,600 | |
| Prepaid expenses and other
current assets | |
| 674,497 | | |
| 289,810 | |
| Total current assets | |
| 3,540,979 | | |
| 8,172,657 | |
| | |
| | | |
| | |
| Equipment and leasehold improvements, net | |
| 41,278 | | |
| 54,898 | |
| Right-of-use assets, net | |
| 161,160 | | |
| 122,094 | |
| Intangible assets, net | |
| - | | |
| 60,717 | |
| Goodwill | |
| - | | |
| 10,857,600 | |
| Other assets | |
| 11,100 | | |
| 11,100 | |
| Total
assets | |
$ | 3,754,517 | | |
$ | 19,279,066 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | |
| Accounts payable | |
$ | 215,386 | | |
$ | 228,371 | |
| Accrued liabilities | |
| 364,136 | | |
| 446,896 | |
| Deferred revenue | |
| 306,418 | | |
| 52,576 | |
| Lease liabilities, current portion | |
| 149,959 | | |
| 127,046 | |
| Contingent consideration
for acquisition | |
| - | | |
| 1,483,583 | |
| Total current liabilities | |
| 1,035,899 | | |
| 2,338,472 | |
| | |
| | | |
| | |
| Long term liabilities | |
| | | |
| | |
| Lease
liabilities, net of current portion | |
| 12,371 | | |
| 4,704 | |
| Total
liabilities | |
| 1,048,270 | | |
| 2,343,176 | |
| 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 | | |
| 21,056 | |
| Additional paid-in capital | |
| 83,219,223 | | |
| 82,506,758 | |
| Accumulated
deficit | |
| (80,534,053 | ) | |
| (65,591,924 | ) |
| Total stockholders’
equity | |
| 2,706,247 | | |
| 16,935,890 | |
| Total
liabilities and stockholders’ equity | |
$ | 3,754,517 | | |
$ | 19,279,066 | |
THE
GLIMPSE GROUP, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
For the Three
Months Ended | | |
For the Nine
Months Ended | |
| | |
March
31, | | |
March
31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
| | |
| | |
| | |
| |
| Software services | |
$ | 443,189 | | |
$ | 1,283,287 | | |
$ | 2,866,391 | | |
$ | 6,641,652 | |
| Software license/software
as a service | |
| 209,428 | | |
| 138,948 | | |
| 461,159 | | |
| 387,886 | |
| Royalty
income | |
| 4,841 | | |
| - | | |
| 28,258 | | |
| - | |
| Total Revenue | |
| 657,458 | | |
| 1,422,235 | | |
| 3,355,808 | | |
| 7,029,538 | |
| Cost of goods sold | |
| 73,359 | | |
| 402,209 | | |
| 974,471 | | |
| 2,061,519 | |
| Gross profit | |
| 584,099 | | |
| 1,020,026 | | |
| 2,381,337 | | |
| 4,968,019 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development
expenses | |
| 1,532,362 | | |
| 829,815 | | |
| 3,400,149 | | |
| 2,610,038 | |
| General and administrative
expenses | |
| 626,139 | | |
| 1,165,187 | | |
| 2,449,194 | | |
| 2,947,847 | |
| Sales and marketing expenses | |
| 273,605 | | |
| 483,138 | | |
| 901,640 | | |
| 1,606,236 | |
| Amortization of acquisition
intangible assets | |
| - | | |
| 100,537 | | |
| 60,717 | | |
| 326,614 | |
| Goodwill impairment | |
| 10,857,600 | | |
| - | | |
| 10,857,600 | | |
| - | |
| Change
in fair value of acquisition contingent consideration | |
| - | | |
| 26,012 | | |
| 16,417 | | |
| 87,492 | |
| Total
operating expenses | |
| 13,289,706 | | |
| 2,604,689 | | |
| 17,685,717 | | |
| 7,578,227 | |
| Loss from operations before other income | |
| (12,705,607 | ) | |
| (1,584,663 | ) | |
| (15,304,380 | ) | |
| (2,610,208 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income: | |
| | | |
| | | |
| | | |
| | |
| Gain on sale of business | |
| - | | |
| - | | |
| 240,000 | | |
| - | |
| Interest
income | |
| 22,376 | | |
| 82,461 | | |
| 122,251 | | |
| 119,686 | |
| Net loss | |
$ | (12,683,231 | ) | |
$ | (1,502,202 | ) | |
$ | (14,942,129 | ) | |
$ | (2,490,522 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted net loss per share | |
$ | (0.60 | ) | |
$ | (0.07 | ) | |
$ | (0.71 | ) | |
$ | (0.13 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-average
common shares used to compute basic and diluted net loss per share | |
| 21,076,506 | | |
| 20,999,445 | | |
| 21,072,444 | | |
| 19,161,661 | |
THE
GLIMPSE GROUP, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For
the Nine Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating
activities: | |
| | | |
| | |
| Net loss | |
$ | (14,942,129 | ) | |
$ | (2,490,522 | ) |
| Adjustments to reconcile
net loss to net cash used in operating activities: | |
| | | |
| | |
| Amortization and depreciation | |
| 91,586 | | |
| 390,467 | |
| Common stock and stock
option based compensation for employees, board of directors and vendors | |
| 712,486 | | |
| 718,632 | |
| Net gain on divestiture
of subsidiaries | |
| - | | |
| (1,392,434 | ) |
| Reserve on note received
in connection with divestiture of subsidiaries | |
| - | | |
| 1,500,000 | |
| Gain on office lease termination | |
| - | | |
| (34,660 | ) |
| Acquisition contingent
consideration fair value adjustment | |
| 16,417 | | |
| 87,492 | |
| Goodwill impairment | |
| 10,857,600 | | |
| - | |
| Gain on sale of business | |
| (240,000 | ) | |
| - | |
| Adjustment to operating
lease right-of-use assets and liabilities | |
| (8,486 | ) | |
| (43,605 | ) |
| | |
| | | |
| | |
| Changes in operating assets
and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 178,350 | | |
| 70,914 | |
| Deferred costs | |
| 46,842 | | |
| (434,781 | ) |
| Prepaid expenses and other
current assets | |
| (384,687 | ) | |
| 198,917 | |
| Other assets | |
| - | | |
| 5,349 | |
| Accounts payable | |
| (12,985 | ) | |
| (128,862 | ) |
| Accrued liabilities | |
| (42,760 | ) | |
| 442,496 | |
| Deferred
revenue | |
| 253,842 | | |
| 994,063 | |
| Net
cash used in operating activities | |
| (3,473,924 | ) | |
| (116,534 | ) |
| Cash
flow from investing activities: | |
| | | |
| | |
| Purchase of leasehold improvements
and equipment | |
| (17,249 | ) | |
| (41,453 | ) |
| Proceeds from sale of business | |
| 200,000 | | |
| - | |
| Payment
of contingent consideration for acquisition | |
| (1,500,000 | ) | |
| (1,500,000 | ) |
| Net
cash used in investing activities | |
| (1,317,249 | ) | |
| (1,541,453 | ) |
| Cash flows provided by financing
activities: | |
| | | |
| | |
| Notes receivable repayments
(issuance) | |
| 109,768 | | |
| (93,600 | ) |
| Proceeds from securities
purchase agreement, net | |
| - | | |
| 6,785,552 | |
| Proceeds from exercise
of warrants | |
| - | | |
| 175,760 | |
| Net
cash provided by financing activities | |
| 109,768 | | |
| 6,867,712 | |
| | |
| | | |
| | |
| Net change in cash and
cash equivalents | |
| (4,681,405 | ) | |
| 5,209,725 | |
| Cash
and cash equivalents, beginning of period | |
| 6,832,725 | | |
| 1,848,295 | |
| Cash
and cash equivalents, end of period | |
$ | 2,151,320 | | |
$ | 7,058,020 | |
The
following table presents a reconciliation of net loss to Adjusted EBITDA loss for the three and nine months ended March 31, 2026 and
2025:
| | |
For the Three
Months Ended | | |
For the Nine
Months Ended | |
| | |
March
31, | | |
March
31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(in millions) | | |
(in millions) | |
| Net loss | |
$ | (12.68 | ) | |
$ | (1.50 | ) | |
$ | (14.94 | ) | |
$ | (2.49 | ) |
| Depreciation and amortization | |
| 0.01 | | |
| 0.12 | | |
| 0.09 | | |
| 0.39 | |
| EBITDA
loss | |
| (12.67 | ) | |
| (1.38 | ) | |
| (14.85 | ) | |
| (2.10 | ) |
| Stock based compensation expenses | |
| 0.14 | | |
| 0.31 | | |
| 0.71 | | |
| 0.71 | |
| (Gain) loss on sale of business/subsidiary/lease
termination | |
| - | | |
| 0.03 | | |
| (0.24 | ) | |
| 0.07 | |
| Goodwill impairment | |
| 10.86 | | |
| - | | |
| 10.86 | | |
| - | |
| Non cash change in fair
value of acquisition contingent consideration | |
| - | | |
| 0.03 | | |
| 0.02 | | |
| 0.09 | |
| Adjusted
EBITDA loss | |
$ | (1.67 | ) | |
$ | (1.01 | ) | |
$ | (3.50 | ) | |
$ | (1.23 | ) |
Note
about Non-GAAP Financial Measures
A
non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes
or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance
with accounting principles generally accepted in the United States of America, or GAAP. Non-GAAP measures are not in accordance with,
nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
In
addition to financial results presented in accordance with GAAP, this press release presents adjusted EBITDA, which is a non-GAAP measure.
Adjusted EBITDA is determined by taking net loss and adding interest, taxes, depreciation, amortization and stock-based compensation
expenses. The company believes that this non-GAAP measure, viewed in addition to and not in lieu of net loss, provides useful information
to investors by providing a more focused measure of operating results. This metric is an integral part of the Company’s internal
reporting to evaluate its operations and the performance of senior management. A reconciliation of adjusted EBITDA to net loss, the most
comparable GAAP measure, is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable
to similarly titled measures presented by other companies.
