UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40556

THE GLIMPSE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

81-2958271

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

15 West 38^th St., 12^th Fl

New York, NY

10018

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (917) 292-2685

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		VRAR		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company filer	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2023, the registrant had 14,451,584 shares of common stock, par value $0.001 per share, outstanding.

THE GLIMPSE GROUP, INC.

TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Stockholders’ Equity (Deficit)	7
	Consolidated Statements of Cash Flows	9
	Notes to Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 4.	CONTROLS AND PROCEDURES	39
PART II	OTHER INFORMATION	40
ITEM 1.	LEGAL PROCEEDINGS	40
ITEM 1A.	RISK FACTORS	40
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
ITEM 6.	EXHIBITS	41
SIGNATURES		42

THE GLIMPSE GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023 and 2022

THE GLIMPSE GROUP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Index to Consolidated Financial Statements (Unaudited)	4
Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Consolidated Statements of Stockholders’ Equity (Deficit)	7
Consolidated Statements of Cash Flows	9
Notes to Consolidated Financial Statements	10-30

THE GLIMPSE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	As of March 31, 2023 (Unaudited)			As of June 30, 2022 (Audited)
ASSETS
Cash and cash equivalents	$	6,048,001		$	16,249,666
Investments		247,511			239,314
Accounts receivable		1,551,355			1,332,922
Deferred costs/contract assets		72,436			39,484
Prepaid expenses and other current assets		581,518			389,618
Total current assets		8,500,821			18,251,004

Equipment, net		331,591			245,970
Note receivable		-			250,000
Right-of-use assets		936,338			-
Intangible assets, net		6,814,271			4,063,485
Goodwill		22,306,959			13,464,760
Other assets		71,769			121,865
Restricted cash		2,000,000			2,000,000
Total assets	$	40,961,749		$	38,397,084

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	349,661		$	340,139
Accrued liabilities		343,906			188,417
Accrued bonuses		149,890			169,262
Deferred revenue/contract liabilities		529,898			841,389
Asset purchase payable		-			734,037
Lease liabilities, current portion		399,424			-
Contingent consideration for acquisitions, current portion		4,123,988			1,966,171
Total current liabilities		5,896,767			4,239,415

Long term liabilities
Contingent consideration for acquisitions, net of current portion		6,519,800			5,340,800
Lease liabilities, net of current portion		521,855			-
Total liabilities		12,938,422			9,580,215
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; 14,340,132 and 12,747,624 issued and outstanding		14,341			12,749
Additional paid-in capital		65,387,641			56,885,815
Accumulated deficit		(37,378,655	)		(28,081,695	)
Total stockholders’ equity		28,023,327			28,816,869
Total liabilities and stockholders’ equity	$	40,961,749		$	38,397,084

The accompanying notes are an integral part of these consolidated financial statements.

THE GLIMPSE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	March 31,				March 31,
	2023		2022		2023		2022
Revenue
Software services	$	3,119,948	$	1,922,950	$	9,868,920	$	4,340,863
Software license/software as a service		552,442		129,378		705,041		424,000
Total Revenue		3,672,390		2,052,328		10,573,961		4,764,863
Cost of goods sold		1,223,531		370,499		3,313,409		728,140
Gross Profit		2,448,859		1,681,829		7,260,552		4,036,723
Operating expenses:
Research and development expenses

SEC Form 10-Q filed by The Glimpse Group Inc.