VRAR Glimpse Group Inc

 

 

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): February 13, 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 2.02 Results of Operations and Financial Condition.

 

On February 13, 2025, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its quarter ended December 31, 2024 (“Q2 FY ‘25”). 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.

 

As disclosed in the Release, on February 13, 2025, at 9:00 a.m. EDT/6:00 a.m. PDT, the Company will host a conference call to discuss its financial results for Q2 FY ‘25 (https://www.webcaster4.com/Webcast/Page/2934/52015 or USA Dial In: 888-506-0062, participant code 831836). A playback of the webcast will be available through February 13, 2026. A replay of the teleconference will be available through February 27, 2025.

 

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 February 13, 2025
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: February 13, 2025

 

THE GLIMPSE GROUP, INC.
By:	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief Executive Officer

 

 

 

Exhibit 99.1

 

The Glimpse Group Reports Q2 Fiscal Year 2025 Financial Results – 50% Increase in Revenue and Positive EBITDA, Positive Cash Flow & Positive Net Income

 

NEW YORK, NY, February 13, 2025 - The Glimpse Group, Inc. (“Glimpse”) (NASDAQ:VRAR; FSE: 9DR), a diversified Immersive Technology platform company providing enterprise-focused Virtual Reality (“VR”), Augmented Reality (“AR”) and Spatial Computing software and services, provided financial results for its second quarter fiscal year 2025 year, ended December 31, 2024 (“Q2 FY ‘25”).

 

Business Commentary by President & CEO Lyron Bentovim

 

Financial Summary:

 

●

Q2 FY ‘25 revenue of approximately $3.17 million, reflecting: a) 52% increase compared to Q2 FY ‘24 (ending December 31, 2023) revenue of approximately $2.08 million, and b) 30% increase compared to Q1 FY ‘25 (ending September 30, 2024) revenue of approximately $2.44 million. The increase in both comparative periods was primarily driven by an increase in Spatial Core revenues, as well as growth in our other businesses.

 

●

Gross Margin for Q2 FY ‘25 was approximately 64% compared to 68% for Q2 FY ‘24. The decrease was driven by revenue mix which tends to oscillate a bit between quarters. On average, we expect our going forward Gross Margin to continue to be in the 60-70% range.

 

●

Q2 FY ’25 positive adjusted EBITDA of approximately $0.28 million, compared to an adjusted EBITDA loss of approximately -$1.33 million for Q2 FY ‘24. Net Operating Cash provided from Operations for Q2 FY ‘25 was approximately $0.17 million, compared to a Net Operating Cash loss of approximately -$1.68 million for Q2 FY ‘24. Importantly, this is the first profitable EBITDA quarter in the Company’s history as a publicly traded company, reflecting our significant restructuring efforts over the past few quarters combined with revenue growth.

 

●

Driven by the timing of existing contracts revenue recognition, for Q3 FY ‘25 we expect a decline in revenue ($1.5-2 million) and negative adjusted EBITDA, to be more than offset by a strong Q4 FY ‘25 ($3.3-4.0 million revenue) and positive adjusted EBITDA. For FY ‘25 (ending June 30, 2025), we expect aggregate revenue to exceed $11 million, compared to $8.8 million for FY ‘24 (ended June 30, 2024), a 25%+ increase in annual revenue and breakeven adjusted EBITDA for the fiscal year vs. a significant adjusted EBITDA loss in the prior fiscal year.

 

●

The Company’s cash and equivalent position as of December 31, 2024 was approximately $8.5 million, with an additional $1.4 million in accounts receivable. The increase in our cash position was primarily a result of our December 2024 registered direct equity financing, in which we raised $7.3 million in gross cash proceeds from one investor in a clean structure. We continue to maintain a clean capital structure with no debt, no convertible debt and no preferred equity.

 

●

On December 24, 2024, we received written notice from Nasdaq informing the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. This closes the matter that originated on September 3, 2024.

 

●

For the full detail of our financial results, please refer to our 8K and 10Q filed on 2/13/25.

 

 

Recent Business Updates:

 

●

During the quarter, Brightline Interactive (“BLI”) delivered a significant milestone on its $4 million+ Department of Defense (“DoD”) contract.

 

●

BLI entered into an initial contract with the US Navy for an Immersive, AI-Driven Simulator System, to be delivered in the coming months, setting the ground for potential follow-on contracts.

 

●

BLI delivered a scalable immersive simulation to a global government service integrator, positioning itself as a leading middleware for processing and visualizing complex information in 3D space, and setting what we believe has the potential to become a new industry standard.

 

●

The Continuing Resolution and the lack of a Federal budget for 2025 has delayed the potential awarding of multiple Government and DoD opportunities. We hope this will be resolved promptly in March 2025 when the current Continuing Resolution expires and with a new administration and Congress now in place.

 

●

Led by Foretell Reality, we continue to make strong progress on commercializing our AI driven immersive training product and have experienced encouraging initial traction with our customers and partners.

 

Q2 Fiscal Year 2025 Conference Call and Webcast

Date: Thursday, February 13, 2025

Time: 9:00 a.m. Eastern time

USA Dial In: 888-506-0062

International: +1-973-528-0011

Participant Access Code: 831836

Webcast: https://www.webcaster4.com/Webcast/Page/2934/52015

 

Please dial in at least 10 minutes before the start of the call to ensure timely participation.

 

A playback of the webcast will be available through Friday, February 13, 2026. A replay of the teleconference will be available through February 27, 2025. To listen, please call USA: 877-481-4010 or

International: +1-919-882-2331; Replay Passcode: 52015. A webcast will also be available on the IR section of The Glimpse Group website (ir.theglimpsegroup.com) or by clicking the webcast link above.

 

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.

 

About The Glimpse Group, Inc.

 

The Glimpse Group (NASDAQ: VRAR) is a diversified Immersive technology platform company, providing enterprise-focused Virtual Reality, Augmented Reality and Spatial Computing 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 does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. 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

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		As of December 31, 2024				As of June 30, 2024
		(Unaudited)				(Audited)
ASSETS
Cash and cash equivalents		$	8,445,288			$	1,848,295
Accounts receivable			1,391,879				723,032
Deferred costs/contract assets			222,784				170,781
Notes receivable			124,900				-
Prepaid expenses and other current assets			678,424				778,181
Total current assets			10,863,275				3,520,289
Equipment and leasehold improvements, net			73,244				167,325
Right-of-use assets, net			187,688				452,808
Intangible assets, net			261,789				487,867
Goodwill			10,857,600				10,857,600
Other assets			11,100				72,714
Total assets		$	22,254,696			$	15,558,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable		$	295,776			$	181,668
Accrued liabilities			633,355				340,979
Deferred revenue/contract liabilities			263,347				72,788
Lease liabilities, current portion			143,929				364,688
Contingent consideration for acquisitions, current portion			2,942,651				1,467,475
Total current liabilities			4,279,058				2,427,598
Long term liabilities
Contingent consideration for acquisitions, net of current portion			-				1,413,696
Lease liabilities, net of current portion			57,690				178,824
Total liabilities			4,336,748				4,020,118
Commitments and contingencies
Stockholders’ Equity
Preferred Stock, par value $0.001 per share, 20 million shares authorized; 0 shares issued and outstanding			-				-
Common Stock, par value $0.001 per share, 300 million shares authorized; 20,272,006 and 18,158,217 issued and outstanding, respectively			20,272				18,158
Additional paid-in capital			81,925,269				74,559,600
Accumulated deficit			(64,027,593	)			(63,039,273	)
Total stockholders’ equity			17,917,948				11,538,485
Total liabilities and stockholders’ equity		$	22,254,696			$	15,558,603

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended								For the Six Months Ended
		December 31								December 31
		2024				2023				2024				2023
Revenue
Software services		$	3,129,108			$	2,032,272			$	5,358,365			$	5,044,343
Software license/software as a service			39,826				44,153				248,938				136,962
Total Revenue			3,168,934				2,076,425				5,607,303				5,181,305
Cost of goods sold			1,144,007				655,509				1,659,310				1,837,018
Gross Profit			2,024,927				1,420,916				3,947,993				3,344,287
Operating expenses:
Research and development expenses			659,699				1,391,883				1,780,222				3,072,670
General and administrative expenses			845,381				1,045,085				1,782,660				2,141,236
Sales and marketing expenses			384,223				765,116				1,123,098				1,578,858
Amortization of acquisition intangible assets			100,536				291,036				226,077				659,156
Goodwill impairment			-				-				-				379,038
Intangible asset impairment			-				8,275				-				522,166
Change in fair value of acquisition contingent consideration			28,161				(1,268,014	)			61,480				(4,025,544	)
Total operating expenses			2,018,000				2,233,381				4,973,537				4,327,580
Income (loss) from operations before other income			6,927				(812,465	)			(1,025,544	)			(983,293	)
Other income
Interest income			18,945				74,098				37,224				125,483
Net Income (loss)		$	25,872			$	(738,367	)		$	(988,320	)		$	(857,810	)
Basic net income (loss) per share		$	0.00			$	(0.04	)		$	(0.05	)		$	(0.05	)
Diluted net income (loss) per share		$	0.00			$	(0.04	)		$	(0.05	)		$	(0.05	)
Weighted-average shares used to compute basic net income (loss) per share			18,361,274				16,668,740				18,262,745				15,699,563
Weighted-average shares used to compute diluted net income (loss) per share			24,521,976				16,668,740				18,262,745				15,699,563

 

 

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Six Months Ended December 31,
		2024				2023
Cash flows from operating activities:
Net loss		$	(988,320	)		$	(857,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation			272,615				720,458
Common stock and stock option based compensation for employees and board of directors			407,231				1,135,048
Net gain on divestiture of subsidiaries			(1,397,066	)			(1,000,000	)
Reserve on note received in connection with divestiture of subsidiaries			1,500,000				1,000,000
Gain on office lease termination			(34,660	)			-
Accrued non cash performance bonus fair value adjustment			-				(551,234	)
Acquisition contingent consideration fair value adjustment			61,480				(4,025,544	)
Impairment of intangible assets			-				901,204
Issuance of common stock to vendors			-				73,282
Adjustment to operating lease right-of-use assets and liabilities			(41,787	)			(89,376	)
Changes in operating assets and liabilities:
Accounts receivable			(668,847	)			208,052
Deferred costs/contract assets			(52,003	)			81,560
Loans receivable			(40,900	)			-
Prepaid expenses and other current assets			99,757				(99,231	)
Other assets			5,349				(1,507	)
Accounts payable			114,108				(180,077	)
Accrued liabilities			295,521				(343,474	)
Deferred revenue/contract liabilities			214,369				(329,531	)
Net cash used in operating activities			(253,153	)			(3,358,180	)
Cash flow from investing activities:
Purchase of leasehold improvements and equipment			(26,406	)			(8,751	)
Net cash used in investing activities			(26,406	)			(8,751	)
Cash flows provided by financing activities:
Proceeds from securities purchase agreement, net			6,785,552				2,968,501
Proceeds from exercise of warrants			175,000				-
Issuance of note receivable			(84,000	)			-
Cash provided by financing activities			6,876,552				2,968,501
Net change in cash and cash equivalents			6,596,993				(398,430	)
Cash and cash equivalents, beginning of year			1,848,295				5,619,083
Cash and cash equivalents, end of period		$	8,445,288			$	5,220,653
Non-cash Investing and Financing activities:
Issuance of common stock for satisfaction of contingent liability		$	-			$	127,145
Issuance of common stock for non cash performance bonus		$	-			$	127,145
Lease liabilities arising from right-of-use assets		$	20,344			$	113,182

 

 

The following table presents a reconciliation of net loss to Adjusted EBITDA for the three and six months ended December 31, 2024 and 2023:

 

		For the Three Months Ended								For the Six Months Ended
		December 31,								December 31,
		2024				2023				2024				2023
		(in millions)								(in millions)
Net income (loss )		$	0.02			$	(0.74	)		$	(0.98	)		$	(0.86	)
Depreciation and amortization			0.12				0.32				0.27				0.72
EBITDA income (loss)			0.14				(0.42	)			(0.71	)			(0.14	)
Stock based compensation expenses			0.04				0.51				0.41				1.21
Loss on subsidiary divestiture			0.10				-				0.10				-
Gain on office lease termination			(0.03	)			-				(0.03	)			-
Intangible asset impairment			-				0.01				-				0.90
Non cash change in fair value of accrued performance bonus			-				(0.16	)			0.06				(0.55	)
Non cash change in fair value of acquisition contingent consideration			0.03				(1.27	)			-				(4.03	)
Adjusted EBITDA income (loss)		$	0.28			$	(1.33	)		$	(0.17	)		$	(2.61	)

 

 

v3.25.0.1

Cover	Feb. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2025
Entity File Number	001-40556
Entity Registrant Name	THE GLIMPSE GROUP, INC.
Entity Central Index Key	0001854445
Entity Tax Identification Number	81-2958271
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	15 West 38th St.,
Entity Address, Address Line Two	12th Fl
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(917)
Local Phone Number	292-2685
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRAR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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