AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): September 28, 2023
GLIMPSE GROUP, INC.
name of registrant as specified in charter)
West 38th St., 12th
of principal executive offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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):
registered pursuant to Section 12(b) of the Act:
Nasdaq Stock Market LLC
Nasdaq Capital Market)
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).
growth company ☒
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. ☐
September 28, 2023, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing
financial results for its fiscal year ended June 30, 2023. The full text of the press release is furnished herewith as Exhibit 99.1.
information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
disclosed in the Release, on September 28, 2023, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its
financial results for its fiscal year ended June 30, 2023. A playback of the webcast will be available through September 28, 2024. A
replay of the teleconference will be available through Thursday, October 12, 2023.
information under this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information 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.
The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current
Report on Form 8-K.
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.
September 28, 2023
Glimpse Group Reports Fiscal Year 2023 Financial Results
Year 2023 Revenues Grew by 85% Year-over-Year to Approximately $13.5 Million, a 4X Increase Over Two Fiscal Years
Company To Focus on Immersive Software Driven by Spatial Computing, Cloud and AI Significantly Reduced Cash Operating Expense Base; Fortified Balance Sheet
YORK, NY, September 28, 2023 — 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 fiscal year ended Jume 30, 2023 (“FY’23”).
Commentary by President & CEO Lyron Bentovim
‘23 (July 1, 2022 – June 30, 2023) was highlighted by:
FY ‘23 Financial Summary (for full detail of our financial results please refer to our 8K and 10K filed on 9/28/23)
Year 2023 Conference Call and Webcast
Thursday, September 28, 2023
4:30 p.m. Eastern time
Dial In: 888-506-0062
Access Code: 581909
dial in at least 10 minutes before the start of the call to ensure timely participation.
playback of the webcast will be available through September 28, 2024. A replay of the teleconference will be available through
Thursday, October 12, 2023. To listen, please call USA: 1-877-481-4010 or International: 919-882-2331; Replay Passcode: 49115. 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.
about Non-GAAP Financial Measures
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.
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.
The Glimpse Group, Inc.
Glimpse Group (NASDAQ: VRAR, FSE: 9DR) 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
securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-268027) filed with the Securities
and Exchange Commission (SEC) on October 27, 2022 and declared effective on November 30, 2022. Such securities may be offered only by
means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement
and the accompanying prospectus relating to the offering of the securities will be filed with the SEC.
available, copies of the prospectus supplement relating to this registered direct offering, together with the accompanying prospectus,
can be obtained at the SEC’s website at www.sec.gov or from Kingswood Investments, division of Kingswood Capital Partners at https://kingswoodus.com/contact.
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor there any sales of these securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This press
release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve
risks and uncertainties. Forward-looking statements in this release are based on information available to us 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 include statements regarding our expectations, beliefs,
intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“should,” and “would” or similar words. All forecasts are provided by management in this release are based
on information available at this time and management expects that internal projections and expectations may change over time. In
addition, the forecasts 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
Glimpse Group, Inc.
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
following table presents a reconciliation of net loss to Adjusted EBITDA for the three and nine months ended June 30, 2023 and 2022 (in
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
No definition available.
Area code of city
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Address Line 1 such as Attn, Building Name, Street Name
Address Line 2 such as Street or Suite number
Name of the City or Town
Code for the postal or zip code
Name of the state or province.
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
Indicate if registrant meets the emerging growth company criteria.
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 7A -Section B -Subsection 2
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Two-character EDGAR code representing the state or country of incorporation.
Former Legal or Registered Name of an entity
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
Local phone number for entity.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
Title of a 12(b) registered security.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
Name of the Exchange on which a security is registered.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
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