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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): July 11, 2025
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 Fl
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 |
|
VRAR |
|
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
July 11, 2025, The Glimpse Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales
Agreement”) with WestPark Capital, Inc. (the “Agent”), as sales agent, pursuant to which the Company may offer and
sell, from time to time through the Agent, shares of common stock of the Company, par value $0.001 per share (the shares of common
stock to be sold pursuant to the Sales Agreement, the “Shares”). The offer and sale of the Shares, if any, will be made
pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268027),
previously declared effective by the Securities and Exchange Commission on November 30, 2022, as supplemented by the prospectus
supplement relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, dated July 11, 2025 (the
“Prospectus Supplement”). Pursuant to the Prospectus Supplement, the Company may offer and sell up to $3,081,340 of
Shares.
Under
the Sales Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at the market offering”
as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly
on the Nasdaq Capital Market, or on any other existing trading market for the Company’s common stock.
The
Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares
under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales
will take place. The aggregate compensation payable to the Agent as sales agent will be based on the prevailing market rate of the gross
sales price per share of all Shares sold through the Sales Agent under the Sales Agreement. In addition, the Company has agreed in the
Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the
Securities Act.
The
Sales Agreement contains customary representations, warranties, and agreements by the Company and customary indemnification rights and
obligations of the parties.
The
Sales Agreement may be terminated by either party as set forth in the Sales Agreement.
The
foregoing is not a complete description of the Sales Agreement and is qualified by reference to the full text and terms of the Sales
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein
by reference.
This
Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there
by any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction.
A
copy of the opinion of Kesse PLLC relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1 to
this Current Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Kesse PLLC |
| 10.1 |
|
Sales Agreement, dated July 11, 2025, between The Glimpse Group, Inc. and WestPark Capital, Inc. |
| 23.1 |
|
Consent of Kesse PLLC (included in Exhibit 5.1) |
| 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.
Date:
July 11, 2025
| THE GLIMPSE
GROUP, INC. |
|
| |
|
| By: |
/s/
Lyron Bentovim |
|
| |
Lyron Bentovim |
|
| |
Chief Executive Officer |
|
