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What changed in Glimpse Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Glimpse Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+155 added−174 removedSource: 10-K (2025-09-29) vs 10-K (2024-09-30)

Top changes in Glimpse Group, Inc.'s 2025 10-K

155 paragraphs added · 174 removed · 114 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFiled Patents Name Entity Filing Date US Patent # AUDIO PROCESSING IN A VIRTUAL ENVIRONMENT Adept Reality, LLC 6/15/2022 17/841,258 REAL-TIME VISUALIZATION OF HEAD MOUNTED DISPLAY USER REACTIONS Foretell Studios, LLC 4/6/2022 17/714,953 DISPOSITIONAL AFFECT FOR VIRTUAL CHARACTER INTERACTIONS IN VR APPS The Glimpse Group, Inc. 6/13/2023 18/401,868 BE ANYONE AND ANYTHING Foretell Studios, LLC 12/13/2022 18/401,879 SPATIAL CORE: A COLLABORATIVE SPATIAL COMPUTING PLATFORM Brightline Interactive, LLC 6/1/2023 63/470,293 CONTROLLED NON-HUMAN CONVERSATION FLOW IN VR The Glimpse Group, Inc. 4/3/2023 63/456,571 We may continue to file for patents regarding various aspects of our products, services and technologies in the future depending on the costs and timing associated with such filings.
Biggest changeFiled Patents (in process, Provisional and Non-Provisional) Name Entity Filing Date US Patent # AUDIO PROCESSING IN A VIRTUAL ENVIRONMENT Foretell Studios, LLC 6/15/2022 17/841,258 REAL-TIME VISUALIZATION OF HEAD MOUNTED DISPLAY USER REACTIONS Foretell Studios, LLC 4/6/2022 17/714,953 DISPOSITIONAL AFFECT FOR VIRTUAL CHARACTER INTERACTIONS IN VR APPS The Glimpse Group, Inc. 6/13/2023 18/401,868 BE ANYONE AND ANYTHING Foretell Studios, LLC 12/13/2022 18/401,879 CONTROLLED NON-HUMAN CONVERSATION FLOW IN VR The Glimpse Group, Inc. 4/3/2023 63/456,571 ROBO DIRECTOR Sector 5 Digital, LLC 11/15/2024 63/730,039 SYSTEM FOR USING CONTEXT AWARE INTERACTIONS WITHIN 3D ENVIRONMENTS Foretell Studios, LLC 3/25/2025 63/777,080 METHOD FOR VERIFYING OWNERSHIP AND HUMAN PRESENCE IN A VIRTUAL EXPERIENCE Foretell Studios, LLC 2/28/2025 63/764,699 SYSTEM FOR COMMERCIALLY DRIVEN AI RESPONSE MODIFICATIONS USING ADAPTIVE FILTER TECHNOLOGY Foretell Studios, LLC 3/25/2025 63/777,084 AUGMENTING MIXED REALITY EXPERIENCES WITH CONTEXTUAL VIRTUAL ASSETS SYSTEM Sector 5 Digital, LLC 6/10/2025 63/821164 SYSTEM THAT USES AI TO ANALYZE A USER’S AFFECT, MEASURED BY REFERENCING SUCH THINGS AS BODY MOTION, POSTURE, FACIAL EXPRESSION, VOICE, ETC.
We believe that we have the potential to become a leader in the this software space, led by our Spatial Core offerings. As previously described, we believe that our structure, ecosystem and integrated capabilities create significant competitive advantages, not available to other Software companies in the Immersive technology space and significantly improving our ability to succeed in an emerging space.
We believe that we have the potential to become a leader in this software space, led by our Spatial Core offerings. As previously described, we believe that our structure, ecosystem and integrated capabilities create significant competitive advantages, not available to other Software companies in the Immersive technology space and significantly improving our ability to succeed in an emerging space.
Our ecosystem of Immersive technology entities, collaborative environment and diversified business model aims to simplify the challenges faced by companies in the emerging Immersive technology industry, create scale, build operational efficiencies, reduce time to market and enhance go-to-market synergies, while simultaneously providing investors an opportunity to invest directly via a diversified infrastructure.
Our ecosystem of Immersive technology entities, collaborative environment and diversified business model aims to simplify the challenges faced by companies in the emerging Immersive technology industry, create scale, build operational efficiencies, reduce time to market and enhance go-to-market synergies, while simultaneously providing investors with an opportunity to invest directly via a diversified infrastructure.
While distinct, VR, AR and Spatial Computing are related, utilize some similar underlying technologies and are expected to become increasingly interconnected - combined they are often referred to as Immersive technology. Immersive technologies are emerging technologies, and the markets for them are still nascent.
While distinct, VR, AR and Spatial Computing are related, utilize some similar underlying technologies and are expected to become increasingly interconnected - combined they are often referred to as Immersive technology. 6 Immersive technologies are emerging technologies, and the markets for them are still nascent.
As such, there are relatively few participants on the Hardware side, some very large (for example: Meta (formerly, Facebook), Microsoft, Samsung, Google, Apple, ByteDance (Pico), HTC, HP, Lenovo, Sony and Epson) and some much smaller (for example: Magic Leap, XREAL, Varjo and Vuzix). In general, Hardware cycles have been accelerating and performance improving, with simplified usability and reduced end-user costs.
As such, there are relatively few participants on the Hardware side, some very large (for example: Meta, Microsoft, Samsung, Google, Apple, ByteDance (Pico), HTC, HP, Lenovo, Sony and Epson) and some much smaller (for example: Magic Leap, XREAL, Varjo and Vuzix). In general, Hardware cycles have been accelerating and performance improving, with simplified usability and reduced end-user costs.
The Immersive technology industry is an early-stage technology industry with nascent markets. We believe that this industry has significant growth potential across verticals, may be transformative, and that our diversified ecosystem create important competitive advantages.
The Immersive technology industry is an early-stage technology industry with nascent markets. We believe that this industry has significant growth potential across verticals, may be transformative, and that our diversified ecosystem creates important competitive advantages.
As part of our strategic shift to Spatial Core, Glimpse is focuses on providing the middleware enabling this transition. Immersive Technology Software (“Software”): In contrast to Hardware, Software is highly fragmented with hundreds of Software companies targeting different segments and solutions. Many are consumer oriented, whereas we are entirely enterprise focused (B2B and B2B2C).
As part of our strategic shift to Spatial Core, we are focused on providing the middleware enabling this transition. 7 Immersive Technology Software (“Software”): In contrast to Hardware, Software is highly fragmented with hundreds of Software companies targeting different segments and solutions. Many are consumer oriented, whereas we are entirely enterprise focused (B2B and B2B2C).
We have included our website address in this Report solely as an inactive textual reference. 9
We have included our website address in this Report solely as an inactive textual reference.
Expansion and Diversification Strategy As described above in “Competitive Environment,” the Immersive Technology Software and services industries are highly fragmented. There are numerous potential acquisition targets that, while having established a niche market position, product or technology, have limited resources and ability to pursue growth initiatives.
Expansion and Diversification Strategy As described above in “—Competitive Environment” above, the Immersive Technology Software and services industries are highly fragmented. There are numerous potential acquisition targets that, while having established a niche market position, product or technology, have limited resources and ability to pursue growth initiatives.
ITEM 1. BUSINESS History The Glimpse Group, Inc. was incorporated in June 2016 under the laws of the State of Nevada, and is headquartered in New York, New York. Company Overview The Glimpse Group, Inc. (“Glimpse”, the “Company”) is an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services.
ITEM 1. BUSINESS History The Glimpse Group, Inc. was incorporated in June 2016 under the laws of the State of Nevada, and is headquartered in New York, New York. Company Overview We are an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services (Immersive technologies).
We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Financial Services, Food & Hospitality, Media & Entertainment, Architecture/Engineering/Construction, Corporate Events and Presentations and Social VR support groups and therapy. We focus primarily on the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) segments industry and we are hardware agnostic.
We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Media & Entertainment, Corporate Events and Social VR support groups and therapy. We focus primarily on the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) segments, and we are hardware agnostic.
As an integral part of the business development and sales processes, each entity’s general manager is very familiar with the product offerings of the other entities and leverages those into his or her own efforts when appropriate. On occasion, we enter into distribution partnerships for our products with third parties.
As an integral part of the business development and sales processes, each entity’s general manager is very familiar with the product offerings of the other entities and leverages those into his or her own efforts when appropriate. On occasion, we enter into distribution partnerships for our products with third parties. These have not yet led to material revenues.
We may continue to add to our ecosystem both companies and technologies, subject to the availability of capital and attractive deal terms. Beyond the expected financial impact of each such potential addition, these could also enhance our ecosystem, technology, scale and competitive position.
We may continue to add to our ecosystem both companies and technologies, subject to the availability of capital, the value of our equity and attractive deal terms. Beyond the expected financial impact of each such potential addition, these could also enhance our ecosystem, technology, scale and competitive position. These potential acquisitions may be domestic or international.
Intellectual Property Our intellectual property is an integral part of our business strategy and practice. In accordance with industry practice, we protect our proprietary products, technology and competitive advantage through a combination of contractual provisions and trade secrets, patents, copyright and trademark laws in the United States and other jurisdictions where we conduct business.
In accordance with industry practice, we protect our proprietary products, technology and competitive advantage through a combination of contractual provisions and trade secrets, patents, copyright and trademark laws in the United States and other jurisdictions where we conduct business.
Issued Patents Name Entity Filing Date*Patent # US Patent # SIMULATED REALITY CROSS PLATFORM SYSTEM Foretell Studios, LLC 4/23/2020 16/857,015 MARKER-BASED POSITIONING OF SIMULATED REALITY Sector 5 Digital LLC 4/23/2020 16/856,916 AUGMENTED REALITY GEOLOCATION USING IMAGE MATCHING Sector 5 Digital LLC 8/22/2018 16/108,830 INTERACTIVE MIXED REALITY SYSTEM FOR A REAL-WORLD EVENT The Glimpse Group, Inc. 6/21/2018 16/014,956 SYSTEM FOR SHARING USER-GENERATED CONTENT The Glimpse Group, Inc. 6/12/2019 16/439,280 IMMERSIVE DISPLAY SYSTEM WITH ADJUSTABLE PERSPECTIVE The Glimpse Group, Inc. 11/27/2018 16/201,863 SIMULATED REALITY TRANSITION ELEMENT LOCATION The Glimpse Group, Inc. 6/15/2020 16/901,830 SIMULATED REALITY ADAPTIVE USER SPACE Foretell Studios, LLC 7/27/2020 16/939,504 IMMERSIVE ECOSYSTEM Brightline Interactive, LLC 6/4/2024 12/002,180 SYSTEM AND METHOD FOR GENERATING AN AUGMENTED REALITY EXPERIENCE Brightline Interactive, LLC 11/19/2020 16/953,264 * Each of the patents listed above expires 20 years from its filing date.
As of the date of the filing of this Report, and as summarized in the table below, we have been issued 10 patents by the United States Patent and Trademark Office (“USPTO”) and have an additional 13 filed patent applications in process. 8 Issued Patents Name Entity Filing Date* US Patent # SIMULATED REALITY CROSS PLATFORM SYSTEM Foretell Studios, LLC 4/23/2020 16/857,015 MARKER-BASED POSITIONING OF SIMULATED REALITY Sector 5 Digital LLC 4/23/2020 16/856,916 AUGMENTED REALITY GEOLOCATION USING IMAGE MATCHING Sector 5 Digital LLC 8/22/2018 16/108,830 INTERACTIVE MIXED REALITY SYSTEM FOR A REAL-WORLD EVENT The Glimpse Group, Inc. 6/21/2018 16/014,956 SYSTEM FOR SHARING USER-GENERATED CONTENT The Glimpse Group, Inc. 6/12/2019 16/439,280 IMMERSIVE DISPLAY SYSTEM WITH ADJUSTABLE PERSPECTIVE The Glimpse Group, Inc. 11/27/2018 16/201,863 SIMULATED REALITY TRANSITION ELEMENT LOCATION The Glimpse Group, Inc. 6/15/2020 16/901,830 SIMULATED REALITY ADAPTIVE USER SPACE Foretell Studios, LLC 7/27/2020 16/939,504 IMMERSIVE ECOSYSTEM Brightline Interactive, LLC 6/4/2024 12/002,180 SYSTEM AND METHOD FOR GENERATING AN AUGMENTED REALITY EXPERIENCE Brightline Interactive, LLC 11/19/2020 16/953,264 * Each of the patents listed above expires 20 years from its filing date.
Glimpse’s operating entities are located primarily in the United States, with a development and modeling center in Turkey. We believe that we offer significant exposure to the rapidly growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.
Glimpse’s operating entities are located in the United States. We believe that we offer significant exposure to the growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.
Economic Dependence For the year ended June 30, 2024, one customer accounted for approximately 23% of our revenues and another for approximately 15% of our revenues. No other customer accounted for more than 10% of our revenues for the year ended June 30, 2024.
One of the same customers and another customer accounted for approximately 38% (23% and 15%, respectively) of our total gross revenues during the year ended June 30, 2024. No other customer accounted for more than 10% of our revenues for the year ended June 30, 2024.
No other customer accounted for more than 10% of our revenues for the year ended June 30, 2023. 8 We operate in an early stage industry, and customers are exploring various options for Immersive technology solutions and acting as early adopters of these solutions. As such, there has been a high degree of variance on our source of revenues.
We operate in an early stage industry, and customers are exploring various options for Immersive technology solutions and acting as early adopters of these solutions. As such, there has been a high degree of variance on our source of revenues.
Augmented Reality (AR) is a less immersive experience, where the user views their immediate physical environment with digital images overlaid, via a phone, tablet or a dedicated HMD such as smart glasses. Spatial Computing are the computer processes and tools used to capture, process to blend 3D data into real physical space, often by utilizing VR and AR HMDs.
Augmented Reality (AR) is a less immersive experience, where the user views their immediate physical environment with digital images overlaid, via a phone, tablet or a dedicated HMD such as smart glasses.
If an entity is divested and the proceeds are substantive, then our intent is to distribute the majority of the net proceeds to our stockholder base, if such distribution would not jeopardize our growth and operations. We have, and may continue, to divest entities due to lower than expected performance or a shift in our strategic focus.
Strategic Divestitures Each one of our entities has the potential to be divested or spun off. If an entity is divested and the proceeds are substantive, then our intent is to distribute the majority of the net proceeds to our stockholder base, if such distribution would not jeopardize our growth and operations.
Leading technology companies such as Meta (formerly, Facebook), Apple, Microsoft, Google, ByteDance (Pico), Samsung, Sony, HTC and HP have been at the forefront of VR/AR hardware development and software infrastructure, while also increasing integration of their products with AR and VR capabilities. 6 Since Meta released its first VR headset as a consumer product in 2016 (after its $2B+ acquisition of Oculus), successive iterations of it, as well as others, such as the Apple Vision Pro, have become significantly lighter, more comfortable, lower priced, with higher resolution and increasingly wireless/mobile.
Since Meta released its first VR headset as a consumer product in 2016 (after its $2B+ acquisition of Oculus), successive iterations of it, as well as others, such as the Apple Vision Pro and Meta Ray-Ban smart glasses, have become significantly lighter, more comfortable, lower priced, with higher resolution and increasingly wireless/mobile.
The Glimpse Ecosystem We develop, commercialize and market innovative and proprietary Immersive technology software products, solutions and intellectual property (“IP”). Our ecosystem is comprised of several entities, each targeting different industry segments in a non-competitive, collaborative manner. Our experienced management and dynamic Immersive technology entrepreneurs and employees have deep domain expertise, providing the foundation for value-add-collaborations throughout our ecosystem.
We believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us. The Glimpse Ecosystem We develop, commercialize and market innovative and proprietary Immersive technology software products, solutions. Our ecosystem is comprised of several entities, each targeting different industry segments in a non-competitive, collaborative manner.
Each of our ecosystem entities share operational, financial and IP infrastructure, facilitating shorter time-to-market, higher quality products, reduced development costs, fewer redundancies, significant go-to-market synergies and, ultimately, a higher potential for success for the Company. We believe that our collaborative ecosystem is unique and necessary, especially given the early nature of the Immersive technology industry.
Our experienced management and dynamic Immersive technology entrepreneurs and employees have deep domain expertise, providing the foundation for value-add collaborations throughout our ecosystem. Each of our ecosystem entities share operational, financial and intellectual property (“IP”) infrastructure, facilitating shorter time-to-market, higher quality products, reduced development costs, fewer redundancies, significant go-to-market synergies and, ultimately, a higher potential for success for the Company.
By offering technologies and solutions in various industry segments, we aim to reduce dependency on any single entity, technology or industry segment. As part of our platform, we provide a centralized corporate structure, which significantly reduces general and administrative costs (financial, operational, legal & IP), streamlines capital allocation and helps in coordinating business strategies.
As part of our platform, we provide a centralized corporate structure, which significantly reduces general and administrative costs (financial, operational, legal & IP), streamlines capital allocation and helps in coordinating business strategies. All employees, no matter which entity they are allocated to, are Glimpse employees. Additionally, aligned economic incentives encourage cross-company collaboration.
In fiscal year 2024, we shifted our businesses focus to providing immersive technology solutions software and services that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (“AI”), which we refer to as “Spatial Core”. While this transition is still ongoing, we believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us.
In fiscal year 2024, we shifted our businesses (“Strategic Shift”) to focus on providing immersive technology solutions software and services that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (“AI”), including our product “Spatial Core,” led by our entity Brightline Interactive, LLC (“BLI”).
For most customers we charge 25-50% of the contract value upfront and the amounts are usually not refundable, mitigating some of the contract cancellation risk. While it does happen on occasion, it is uncommon that a signed contract is canceled. Human Capital At June 30, 2024, we had 112 full time employees, primarily software developers, engineers and 3D artists.
While it does happen on occasion, it is uncommon that a signed contract is canceled. 10 Human Capital At June 30, 2025, we had approximately 40 full time employees, primarily software developers, engineers and 3D artists. Corporate Information Our website is www.theglimpsegroup.com .
We believe that this ownership mechanism is a strong driver of cross-pollination of ideas and fosters collaboration. While each entity owns its own IP, our parent company currently owns 100% of each entity. Organizational Chart: Glimpse Ecosystem Entities 1. Brightline Interactive, LLC (“BLI”) : Immersive and interactive experiences, training scenarios, and simulations for both government and commercial customers. 2.
Substantially all of our employees own equity in our Company, further driving cross-pollination of ideas and fostering collaboration. While each entity owns its own IP, our parent company currently owns 100% of each entity. 4 Organizational Chart: Glimpse Ecosystem Entities 1.
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All employees, no matter which entity they are allocated to, are Glimpse employees. 4 Additionally, aligned economic incentives encourage cross-company collaboration. Substantially all of our employees own equity in our Company.
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We believe that our collaborative ecosystem is unique and necessary, especially given the early nature of the Immersive technology industry. By offering technologies and solutions in various industry segments, we aim to reduce dependency on any single entity, technology or industry segment.
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The leadership team of each entity, in addition to their initial equity ownership in Glimpse, may also have an economic interest that typically takes form of either: (i) a 5-10% economic interest in the total net sale proceeds of the entity upon a divestiture event or (ii) additional Glimpse equity issuances based on revenue milestones achieved by the entity over a period of several years (typically three years).
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Brightline Interactive, LLC (“BLI”) : Spatial computing, Immersive technologies, AI and Cloud (Spatial Core), primarily targeting the Department of Defense (“DoD”) and large enterprise segments. 2. Sector 5 Digital, LLC (“S5D”) : Corporate Immersive technologies experiences and events. 3. Glimpse Learning, LLC : Leveraging immersive technologies and AI for education, healthcare & training. 4.
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Sector 5 Digital, LLC (“S5D”) : Corporate immersive experiences and events. 3. Glimpse Learning, LLC : Immersive education, training and upskilling. 4. Foretell Studios, LLC (d/b/a Foretell Reality) : Customizable social VR platform for behavioral health, support groups, collaboration, corporate training, soft skills training and higher education. 5.
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Glimpse Lenses, LLC : life-like 3D modeling and Augment Reality lens creation. 5 Key Business Developments During Fiscal Year 2025 Divestitur e As part of our strategic realignment around Spatial Core and divestiture of non-core assets, on October 7, 2024, we announced that, we had entered into an agreement, effective on October 1, 2024, to divest the business of our then wholly owned subsidiary company QReal, LLC (“QReal”) and its related operating entity, GLIMPSE GROUP YAZILIM VE ARGE TİCARET ANONİM ŞİRKET, in a management buyout by the then General Manager of QReal (the “Divestiture”).
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QReal, LLC : Creation of lifelike photorealistic 3D interactive digital models and experiences in AR. 6.
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Pursuant to the Divestiture, we retain the contract and resulting revenues from QReal’s largest customer in full until such time that we have collected and retained $1.35 million net cash in the aggregate, after taking into account all related operating expenses and fees (the “Milestone”).
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Glimpse Group Yazilim ve ARGE Ticaret Anonim Sirketi (“Glimpse Turkey”) : a development center in Turkey, primarily developing and creating 3D models for QReal. 5 Key Business Developments During Fiscal Year 2024 Securities Purchase Agreement (“SPA”) On September 28, 2023, the Company entered into a SPA with certain institutional investors to sell 1,885,715 shares of common stock for approximately $3.30 million (at $1.75 per share).
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After satisfaction of the Milestone, we will receive a monthly cash revenue share for a period of 18 months in relation to any revenues generated from this same customer.
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The Company received the subscription receivable on October 3, 2023 which resulted in net proceeds (after placement agent fees, professional fees and listing expenses) of $2.98 million. The SPA shares were issued on October 3, 2023.
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In connection with the Divestiture, we were also issued (i) a $1.56 million senior secured convertible note in the new independent entity and (ii) a minority equity stake in the new independent entity. Principal payback on the senior secured convertible note is tied directly to revenue collected by the new entity (separate from the Milestone).
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Simultaneously, the exercise price on warrants to purchase 750,000 shares of common stock originally issued pursuant to a SPA entered into in November 2021 were repriced from $14.63 per share to $1.75 per share.
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Securities Purchase Agreement On December 23, 2024, we closed a registered direct offering pursuant to a securities purchase agreement pursuant to which we sold to an institutional investor, 1,990,000 shares of our common stock and pre-funded warrants to purchase up to 760,000 shares of our common stock.
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Nasdaq Listing Qualification Notice On September 3, 2024, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for the prior 30 consecutive business days, the Company no longer meets the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
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The purchase price for each share of common stock was $2.65 per share and the purchase price for each pre-funded warrant was $2.649 (which was equal to the purchase price per share of common stock, less $0.001).
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In accordance with Nasdaq Marketplace rules, the Company has a period of 180 calendar days from September 3, 2024, or until March 3, 2025, to regain compliance with the Minimum Bid Price Requirement.
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The pre-funded warrants had an exercise price of $0.001 per share of common stock, became immediately exercisable upon issuance, and were fully exercised in January 2025. We realized net proceeds (after placement agent fees and other offering expenses) of $6.79 million from the offering.
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If at any time before March 3, 2025, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.
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At-The-Market Offering On July 11, 2025, we entered into a Sales Agreement with WestPark Capital, Inc., as sales agent, pursuant to which we may offer and sell, from time to time through WestPark Capital, Inc., up to $3,081,340 of our common stock, 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.
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The Company’s receipt of the notification letter has no immediate effect on the listing of the Company’s shares, which will continue to trade uninterrupted on Nasdaq under the ticker “VRAR”. In addition, it does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
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We refer to the foregoing transaction in this Report as the “ATM Facility.” No shares under the ATM Facility have been sold to date. SpatialCore Contract On August 13, 2025 we entered into a $2+ million SpatialCore contract to be delivered over a 12 month period.
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In order to regain compliance with the Minimum Bid Price Requirements, the Company and its Board of Directors are reviewing various potential measures. The Company is not considering a reverse stock split at this time. See 8-K filed on September 9, 2024 for additional information.
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Spatial Computing are the computer processes and tools used to capture, process to blend 3D data into real physical space, often by utilizing VR and AR HMDs and incorporating AI technologies.
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These potential acquisitions may be domestic or international. 7 Strategic Divestitures Each one of our entities has the potential to be divested or spun off.
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Leading technology companies such as Meta, Apple, Microsoft, Google, ByteDance (Pico), Samsung, Sony, HTC and HP have been at the forefront of VR/AR hardware development and software infrastructure, while also increasing integration of their products with AR and VR capabilities.
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Although our intent is to grow and develop the ecosystem, each of our entities targets a specific industry vertical (e.g., Healthcare, Education, Corporate Training, Military, etc.) and as such has a distinct set of potential acquirers or investors.
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We have, and may continue, to divest entities due to lower than expected performance or a shift in our strategic focus. Intellectual Property Our intellectual property is an integral part of our business strategy and practice.
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As of the date of the filing of this Report, and as summarized in the table below, we have been issued 10 patents by the United States Patent and Trademark Office (“USPTO”) and have an additional 5 filed patent applications in process.
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AND CALCULATES AN EVALUATION OF THIS DATA WHEN COMPARED TO A RUBRIC.
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For the year ended June 30, 2023, one customer accounted for approximately 26% of our revenues and another for approximately 21% of our revenues.
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Foretell Studios, LLC 6/2/2025 63/816,086 METHOD OF ISSUANCE OF ADAPTIVE AWARDS BASED ON AI RECOGNITION OF HUMAN ACHIEVEMENTS Foretell Studios, LLC 5/22/2025 63/810,572 METHODOLOGY FOR TRAINING AI TO READ ATTITUDINAL AFFECT The Glimpse Group, Inc. 6/10/2025 63/821,154 9 We may continue to file for patents regarding various aspects of our products, services and technologies in the future depending on the costs and timing associated with such filings.
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Of these, 56 are based in the United States and 56 are based in Turkey. Corporate Information Our website is www.theglimpsegroup.com .
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Longer sales cycles often apply to DoD type customers, where product evaluation, contracting and budgeting can be lengthy. Economic Dependence For the year ended June 30, 2025, two customers accounted for approximately 61% (40%, and 21%, respectively) of our total gross revenues. No other customer accounted for more than 10% of our revenues for the year ended June 30, 2025.
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For most customers we charge 25-50% of the contract value upfront and the amounts are usually not refundable, mitigating some of the contract cancellation risk.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

29 edited+5 added−15 removed161 unchanged
Biggest changeOur revenue and operating results may fail to meet the expectations of public market analysts or investors, which could have a material adverse effect on the price of our common stock. In addition, portions of our expenses are fixed and difficult to reduce if our revenues do not meet our expectations.
Biggest changeWe believe that our revenue and operating results will continue to fluctuate, and that period-to-period comparisons are not necessarily indications of future performance. Our revenue and operating results may fail to meet the expectations of public market analysts or investors, which could have a material adverse effect on the price of our common stock.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more as measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, is making it increasingly challenging to anticipate and adequately mitigate these risks. 15 We may be subject to these types of attacks.
The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, is making it increasingly challenging to anticipate and adequately mitigate these risks. We may be subject to these types of attacks.
The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment. 21 We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment. We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
Any of these events could damage our reputation, resulting in fewer users actively using our platforms, disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition, and operating results. 13 If we do not make our platforms, including new versions or technology advancements, easier to use or properly train customers on how to use our platforms, our ability to broaden the appeal of our products and services and to increase our revenue could suffer.
Any of these events could damage our reputation, resulting in fewer users actively using our platforms, disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition, and operating results. 14 If we do not make our platforms, including new versions or technology advancements, easier to use or properly train customers on how to use our platforms, our ability to broaden the appeal of our products and services and to increase our revenue could suffer.
To the extent that additional financing proves to be unavailable, that fact will likely have a negative impact on our business and we may be compelled to restructure the operations of the business or abandon a particular contemplated business combination. 17 If we fail to integrate any existing or acquired entities into the Glimpse ecosystem, we may not realize the anticipated benefits of the collaborative Glimpse ecosystem and the integration of any acquisitions, which could harm our business, financial condition or results of operations.
To the extent that additional financing proves to be unavailable, that fact will likely have a negative impact on our business and we may be compelled to restructure the operations of the business or abandon a particular contemplated business combination. 18 If we fail to integrate any existing or acquired entities into the Glimpse ecosystem, we may not realize the anticipated benefits of the collaborative Glimpse ecosystem and the integration of any acquisitions, which could harm our business, financial condition or results of operations.
Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and could significantly harm our business. 14 If we fail to timely release updates and new features to our platforms and adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our platforms may become less competitive.
Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and could significantly harm our business. 15 If we fail to timely release updates and new features to our platforms and adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our platforms may become less competitive.
In any event, the patent laws and enforcement regimes of other countries may differ from those of the United States as to the patentability of our personal display and related technologies and the degree of protection afforded. 18 Any patent or trademark owned by us may be challenged and invalidated or circumvented.
In any event, the patent laws and enforcement regimes of other countries may differ from those of the United States as to the patentability of our personal display and related technologies and the degree of protection afforded. 19 Any patent or trademark owned by us may be challenged and invalidated or circumvented.
The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brand, competitive advantages or goodwill and result in decreased sales. 19 We may incur substantial costs or lose important rights as a result of litigation or other proceedings relating to our products, patents and other intellectual property rights.
The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brand, competitive advantages or goodwill and result in decreased sales. 20 We may incur substantial costs or lose important rights as a result of litigation or other proceedings relating to our products, patents and other intellectual property rights.
Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations. 12 Development schedules for technology products and services are inherently uncertain.
Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations. 13 Development schedules for technology products and services are inherently uncertain.
If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. 10 Our market is competitive and dynamic.
If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. 11 Our market is competitive and dynamic.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock. 23
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock. 24
In that case, our ability to effectively market and sell our products and services could suffer, which could harm our business. 20 Risks Related to Our Securities and Other Risks Our stock price may be volatile, and the value of our common stock may decline. Our stock price may be volatile.
In that case, our ability to effectively market and sell our products and services could suffer, which could harm our business. 21 Risks Related to Our Securities and Other Risks Our stock price may be volatile, and the value of our common stock may decline. Our stock price may be volatile.
In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we have a period of 180 calendar days from September 3, 2024, or until March 3, 2025, to regain compliance with the Minimum Bid Price Requirement.
In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), we had a period of 180 calendar days from September 3, 2024, or until March 3, 2025, to regain compliance with the Minimum Bid Price Requirement.
Our inability to achieve any of these objectives could harm our business, financial condition and results of operations. 11 We have material customer concentration, with a limited number of customers accounting for a material portion of our revenues.
Our inability to achieve any of these objectives could harm our business, financial condition and results of operations. 12 We have material customer concentration, with a limited number of customers accounting for a material portion of our revenues.
For the fiscal years ended June 30, 2024 and 2023, our five largest customers accounted for approximately 53% and 59% of our revenues, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.
For the fiscal years ended June 30, 2025 and 2024, our five largest customers accounted for approximately 76% and 53% of our revenues, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.
Our revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, but not limited to: ● varying size, timing and contractual terms of orders for our products and services, which may delay the recognition of revenue; ● competitive conditions in the industry, including strategic initiatives by us or our competitors, new products or services, product or service announcements and changes in pricing policy by us or our competitors; ● market acceptance of our products and services; ● our ability to maintain existing relationships and to create new relationships with customers and business partners; ● the discretionary nature of purchase and budget cycles of our customers and end-users; ● the length and variability of the sales cycles for our products; ● general weakening of the economy resulting in a decrease in the overall demand for our products and services or otherwise affecting the capital investment levels of businesses with respect to our products or services; ● timing of product development and new product initiatives; ● changes in customer mix; ● increases in the cost of, or limitations on, the availability of materials; ● changes in product mix; and ● increases in costs and expenses associated with the introduction of new products. 16 Further, the markets that we serve are volatile and subject to market shifts that we may be unable to anticipate.
Our revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, but not limited to: ● varying size, timing and contractual terms of orders for our products and services, which may delay the recognition of revenue; ● competitive conditions in the industry, including strategic initiatives by us or our competitors, new products or services, product or service announcements and changes in pricing policy by us or our competitors; ● market acceptance of our products and services; ● our ability to maintain existing relationships and to create new relationships with customers and business partners; ● the discretionary nature of purchase and budget cycles of our customers and end-users; ● the length and variability of the sales cycles for our products; ● general weakening of the economy resulting in a decrease in the overall demand for our products and services or otherwise affecting the capital investment levels of businesses with respect to our products or services; ● timing of product development and new product initiatives; ● changes in customer mix; ● increases in the cost of, or limitations on, the availability of materials; ● changes in product mix; and ● increases in costs and expenses associated with the introduction of new products.
We may not be successful in raising additional capital necessary to meet expected funding needs. If we need additional funding for operations and we are unable to raise it, we may not be able to continue our business operations. We expect our capital needs to continue in order to maintain and expand our operations.
If we need additional funding for operations and we are unable to raise it, we may not be able to continue our business operations. We expect our capital needs to continue in order to maintain and expand our operations.
On September 3, 2024, we received a notification letter from the Listing Qualifications Department of Nasdaq notifying us that, because the closing bid price for our common stock was below $1.00 for the prior 30 consecutive business days, we no longer met the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
If we fail to meet applicable continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), our common stock may be delisted. 22 On September 3, 2024, we received a notification letter from the Listing Qualifications Department of Nasdaq notifying us that, because the closing bid price for our common stock was below $1.00 for the prior 30 consecutive business days, we no longer met the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 22 In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
If potential acquisition targets are unwilling to accept our equity as the consideration for their businesses, then we may be required to seek additional financing through the issuance of equity or debt securities or other arrangements to finance the acquisition transaction.
If potential acquisition targets are unwilling to accept our equity as the consideration for their businesses, then we may be required to seek additional financing through the issuance of debt securities or other arrangements to finance the acquisition transaction. If we complete a business combination, we may require additional financing to fund the operations or growth of an acquisition target.
Our customers may cancel or delay purchase orders for a variety of reasons, including, but not limited to, the rescheduling of new product introductions, changes in our customers’ inventory practices or forecasted demand, general economic conditions affecting our customers’ markets, changes in our pricing or the pricing of our competitors, new product announcements by us or others, quality or reliability problems related to our products, or selection of competitive products as alternate sources of supply.
Our customers may cancel or delay purchase orders for a variety of reasons, including, but not limited to, the rescheduling of new product introductions, changes in our customers’ inventory practices or forecasted demand, general economic conditions affecting our customers’ markets, changes in our pricing or the pricing of our competitors, new product announcements by us or others, quality or reliability problems related to our products, or selection of competitive products as alternate sources of supply. 17 Thus, there can be no assurance that we will be able to reach profitability on a quarterly or annual basis.
In connection with our services business, some of our employees also have access to its customers’ confidential data and other information, which could be compromised, whether intentionally or unintentionally, by our employees, consultants or vendors.
In connection with our services business, some of our employees also have access to its customers’ confidential data and other information, which could be compromised, whether intentionally or unintentionally, by our employees, consultants or vendors. 16 We have privacy and data security policies in place that are designed to prevent security breaches and we have employed significant resources to develop our security measures against breaches.
General Risks We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies and/or smaller reporting companies will make our common stock less attractive to investors.
These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business. 23 General Risks We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies and/or smaller reporting companies will make our common stock less attractive to investors.
A slowdown in the demand for Immersive technology products and services can have a significant adverse effect on the demand for our products and services in any given period.
Further, the markets that we serve are volatile and subject to market shifts that we may be unable to anticipate. A slowdown in the demand for Immersive technology products and services can have a significant adverse effect on the demand for our products and services in any given period.
These fixed expenses magnify the adverse effect of any revenue shortfall. Our plans for implementing our business strategy and achieving profitability are based upon the experience, judgment and assumptions of our key management personnel, and available information concerning the communications and technology industries.
Our plans for implementing our business strategy and achieving profitability are based upon the experience, judgment and assumptions of our key management personnel, and available information concerning the communications and technology industries. If management’s assumptions prove to be incorrect, it could have a material adverse effect on our business, financial condition or results of operations.
While the Company intends to generate positive cash flow in the coming 12 months, its cash and cash equivalents as of June 30, 2024 may not be sufficient to fund operations for at least the next twelve months from the date of issuance of these consolidated financial statements.
Our cash flow has significantly improved in recent quarters and we expect our current cash balance to be sufficient in funding operations for at least the next 12 months from the date of issuance of these consolidated financial statements.
We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability. There is also doubt about our ability to continue as a going concern. We have incurred significant net losses since inception.
We have incurred significant net losses since inception and may continue to incur net losses for the foreseeable future and may never maintain profitability. We have incurred significant net losses since inception. For the fiscal years ended June 30, 2025 and 2024, we incurred a net loss of approximately $2.6 million and approximately $6.4 million, respectively.
In order to regain compliance with the Minimum Bid Price Requirements, we may consider various measures to resolve the deficiency. There can be no assurance that any such measures will be successful or that we will not fail to meet Nasdaq’s continued listing standards in the future.
Even though we regained compliance with the Minimum Bid Price Requirement, we cannot assure that we will not, in the future, fail to comply with Nasdaq’s requirements to maintain the listing of our common stock on Nasdaq, or that we will be able to regain compliance in the event of any such non-compliance.
Removed
For the fiscal years ended June 30, 2024 and 2023, we incurred a net loss of $6.39 million and $28.6 million, respectively. As of June 30, 2024, we had an accumulated deficit of $63 million.
Added
As of June 30, 2025, we had an accumulated deficit of approximately $65.6 million. We continue to devote efforts towards building and evolving our technology platform and perusing growth opportunities.
Removed
To date, we have devoted our efforts towards securing financing, building and evolving our technology platform and creating an infrastructure that allows for the growth of such technology platform. While the Company’s cash flow has improved in recent months, we may continue to generate negative cash flow for the foreseeable future.
Added
However, we may continue to generate negative cash flow in future periods which may eventually require us to raise capital in order to maintain our operations. We may not be successful in raising additional capital necessary to meet expected funding needs.
Removed
We will need to generate significant additional revenue to achieve and sustain profitability, and we cannot assure that we will be able to do so.
Added
In addition, portions of our expenses are fixed and difficult to reduce if our revenues do not meet our expectations. These fixed expenses magnify the adverse effect of any revenue shortfall.
Removed
The combination of operating losses, cash expected to be used to continue operating activities and uncertain conditions relating to additional capital raises and continued revenue growth creates an uncertainty about our ability to continue as a going concern. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.
Added
On December 24, 2025, we announced that we had received written from the Nasdaq informing the us that we had regained compliance with the Minimum Bid Price Requirement.
Removed
We have privacy and data security policies in place that are designed to prevent security breaches and we have employed significant resources to develop our security measures against breaches.
Added
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Removed
Thus, there can be no assurance that we will be able to reach profitability on a quarterly or annual basis. We believe that our revenue and operating results will continue to fluctuate, and that period-to-period comparisons are not necessarily indications of future performance.
Removed
If management’s assumptions prove to be incorrect, it could have a material adverse effect on our business, financial condition or results of operations.
Removed
If we complete a business combination, we may require additional financing to fund the operations or growth of an acquisition target.
Removed
If we fail to meet applicable continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), our common stock may be delisted.
Removed
If at any time before March 3, 2025, the bid price of our common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the Minimum Bid Price Requirement.
Removed
In the event we do not regain compliance with the Minimum Bid Price Requirement by March 3, 2025, we may be eligible for additional time.
Removed
To qualify for additional time, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
Removed
If we meet these requirements, Nasdaq will inform us that we have been granted an additional 180 calendar days to regain compliance.
Removed
However, if it appears to the staff of Nasdaq (the “Staff”) that we will not be able to cure the deficiency, or if we are otherwise not eligible, the Staff would notify us that our securities will be subject to delisting.
Removed
These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes: ● Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment. ● Security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; ● The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls. ● Cybersecurity awareness training of our employees, incident response personnel, and senior management. ● Cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. ● Third-party risk management process for service providers, suppliers, and vendors. ● We also have a cybersecurity incident response plan for the CIRT to assess and manage cybersecurity incidents, which includes escalation procedures based on the nature and severity of the incident including, where appropriate, escalation to the Board.
Biggest changeOur cybersecurity risk management program includes: ● Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment. ● Security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents; ● The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls. ● Cybersecurity awareness training of our employees, incident response personnel, and senior management. ● Cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. ● Third-party risk management process for service providers, suppliers, and vendors.
At the management level, our Director of Information Technology who is experienced in experienced cybersecurity matters, leads our enterprise-wide cybersecurity program, and is responsible for assessing and managing our materials risks from cybersecurity threats.
At the management level, our Director of Information Technology who is experienced in cybersecurity matters, leads our enterprise-wide cybersecurity program, and is responsible for assessing and managing our materials risks from cybersecurity threats.
The Board receives reports from our Director of Information Technology on cybersecurity matters on as needed basis. These reports can include a range of topics, including our cybersecurity risk profile, the current cybersecurity and emerging threat landscape, the status of ongoing cybersecurity initiatives, incident reports, and the results of internal and external assessments of our information systems.
Our board of directors receives reports from our Director of Information Technology on cybersecurity matters on as needed basis. These reports can include a range of topics, including our cybersecurity risk profile, the current cybersecurity and emerging threat landscape, the status of ongoing cybersecurity initiatives, incident reports, and the results of internal and external assessments of our information systems.
ITEM 1C. CYBERSECURITY Risk Management and Strategy Our cybersecurity risk management program is intended to protect the confidentiality, integrity, and availability of our critical IT systems, information and Intellectual Property (IP).
ITEM 1C. CYBERSECURITY Risk Management and Strategy Our cybersecurity risk management program is intended to protect the confidentiality, integrity , and availability of our critical IT systems, information and IP.
The Audit Committee also annually reviews the adequacy and effectiveness of our information and technology security policies and the internal controls regarding information and technology security and cybersecurity, and periodically receives updates. The Chair of the Audit Committee reports to the full Board on these discussions as appropriate.
The Audit Committee of our board of directors (the “Audit Committee”) also annually reviews the adequacy and effectiveness of our information and technology security policies and the internal controls regarding information and technology security and cybersecurity, and periodically receives updates. The Chair of the Audit Committee reports to the full board of directors on these discussions as appropriate.
As of the date of this report, we do not believe that any risks from cybersecurity threats, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations or financial condition.
As of the date of this Report, we do no t believe that any risks from cybersecurity threats, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us.
Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. 25 Governance Our board of directors has primary responsibility for oversight of our cybersecurity and other information technology risks, including our plans to mitigate cybersecurity risks and to respond to data breaches.
Our Director of Information Technology reports to our CFO/COO and to our CEO.
Our Director of Information Technology reports to our Chief Financial Officer/Chief Operating Officer and to our Chief Executive Officer.
Removed
For more information on our cybersecurity related risks, see Item IA, “Risk Factors - “Cybersecurity risk.” 24 Governance Our Board has primary responsibility for oversight of our cybersecurity and other information technology risks, including our plans to mitigate cybersecurity risks and to respond to data breaches.
Added
We also have a cybersecurity incident response plan for the CIRT to assess and manage cybersecurity incidents, which includes escalation procedures based on the nature and severity of the incident including, where appropriate, escalation to our board of directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We are based in New York, New York, with a lease expiring on December 31, 2024. We have not yet determined whether we are going to renew this lease, and if so in what capacity. If we don’t renew the current lease, we may move to an alternative location or become fully remote for the NY office.
Biggest changeITEM 2. PROPERTIES We are based in New York, New York, with a lease expiring on December 31, 2025. We have not yet determined whether we are going to renew this lease, and if so in what capacity.
Our current facilities are leased and adequate to meet our current and ongoing needs. If we require additional space or expand geographically, we may seek additional facilities on commercially reasonable terms at such time.
We also have a nominal lease in Richardson, Texas, expiring in November 2026. Our current facilities are leased and adequate to meet our current and ongoing needs. If we require additional space or expand geographically, we may seek additional facilities on commercially reasonable terms at such time.
Removed
We have a lease in Fort Worth, Texas for the operations of S5D, with a lease expiring on February 28, 2025 which we do not expect to renew. We also have a lease in Ashburn, Virginia for the operations of BLI. We also lease two offices in Turkey, for the operations of Glimpse Turkey.
Added
If we don’t renew the current lease, we may move to an alternative location or become fully remote for the New York office. We also have a lease in Ashburn, Virginia for the operations of BLI, expiring in April 2026 which we expect to renew, under terms to be determined.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities Number of Shares Cash Proceeds Value of Shares Compensation and vendor expense 18,000 - $ 21,660 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None Dividends We have never declared or paid cash dividends on our capital stock.
Biggest changePlease refer to Note 10 of our consolidated financial statements included in this Report. The foregoing transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None Dividends We have never declared or paid cash dividends on our capital stock.
However, such distribution shall be subject to a determination by our board of directors that there exist no special circumstances that would prevent it from approving such distribution or the extent thereof.
However, such distribution shall be subject to a determination by our board of directors that there exist no special circumstances that would prevent it from approving such distribution or the extent thereof.
Holders of Record As of September 27, 2024, we had 115 holders of record of our common stock based upon the records of our transfer agent, which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
Holders of Record As of September 22, 2025, we had 100 holders of record of our common stock based upon the records of our transfer agent, which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
In addition, our ability to pay dividends may be restricted by any agreements we may enter into in the future.
In addition, our ability to pay dividends may be restricted by any agreements we may enter into in the future. 27 ITEM 6. [RESERVED]
Moreover, such distribution may be waived, in writing, by the holders of a majority of our securities holders entitled to vote, voting together as a single class. 26 Subject to the distribution intentions discussed above, any future determination regarding the declaration and payment of dividends, if any, will be subject to the limitations on distributions under Nevada law, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Subject to the distribution intentions discussed above, any future determination regarding the declaration and payment of dividends, if any, will be subject to the limitations on distributions under Nevada law, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Added
Recent Sales of Unregistered Securities Number of Shares* Cash Proceeds Value of Shares Compensation and vendor expense 11,750 - $ 14,218 Total 11,750 - $ 14,218 * For the fourth quarter period ended June 30, 2025. Transactions for prior quarters were previously reported in the Company’s Form 10-Q filings for the respective periods.
Added
Moreover, such distribution may be waived, in writing, by the holders of a majority of our securities holders entitled to vote, voting together as a single class.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeInvestors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules. 35 The following table presents a reconciliation of net loss to Adjusted EBITDA loss for the years ended June 30, 2024 and 2023: For the Years Ended June 30, 2024 2023 (in millions) Net loss $ (6.39 ) $ (28.56 ) Depreciation and amortization 1.36 2.19 EBITDA loss (5.03 ) (26.37 ) Stock based compensation expenses 2.28 4.98 Change in fair value of acquisition contingent consideration (4.27 ) (0.70 ) Intangible asset impairment 2.94 15.35 Change in fair value of accrued performance bonus (0.55 ) - Acquisition related expenses - 0.28 Adjusted EBITDA loss $ (4.63 ) $ (6.46 ) Adjusted EBITDA loss for the year ended June 30, 2024 was $4.63 million compared to $6.46 million for the comparable 2023 period.
Biggest changeThe following table presents a reconciliation of net loss to Adjusted EBITDA loss for the years ended June 30, 2025 and 2024: For the Years Ended June 30, 2025 2024 (in millions) Net loss $ (2.55 ) $ (6.39 ) Depreciation and amortization 0.51 1.36 EBITDA loss (2.04 ) (5.03 ) Stock based compensation expenses 0.99 2.28 Loss on subsidiary divestiture 0.11 - Gain on lease termination (0.03 ) - Change in fair value of acquisition contingent consideration 0.10 (4.27 ) Intangible asset impairment - 2.94 Change in fair value of accrued performance bonus - (0.55 ) Adjusted EBITDA loss $ (0.87 ) $ (4.63 ) 36 Adjusted EBITDA loss for the year ended June 30, 2025 was approximately $0.87 million compared to approximately $4.63 million for the comparable 2024 period.
If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile. 38
The following discussion and analysis of the results of operations and financial condition of The Glimpse Group, Inc. and its underlying entities (collectively referred to as “Glimpse” or the “Company”) as of and for the fiscal years ended June 30, 2024 and 2023, should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this Report, as well as the other financial information we file with the SEC from time to time.
The following discussion and analysis of the results of operations and financial condition of The Glimpse Group, Inc. and its underlying entities (collectively referred to as “Glimpse” or the “Company”) as of and for the fiscal years ended June 30, 2025 and 2024, should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this Report, as well as the other financial information we file with the SEC from time to time.
Software License often include third party components that are a fully integrated part of the Software License stack and are therefore considered as one deliverable and performance obligation.
Software Licenses often include third party components that are a fully integrated part of the Software License stack and are therefore considered as one deliverable and performance obligation.
The Company reviews intangibles, being amortized, for impairment when current events indicate that the fair value may be less than the carrying value. 28 Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method.
The Company reviews intangibles, being amortized, for impairment when current events indicate that the fair value may be less than the carrying value. 29 Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method.
Disaggregation of Revenue The Company generated revenue for the years ended June 30, 2024 and 2023 by delivering: (i) Software Services, consisting primarily of VR/AR/Spatial Computing software projects, solutions and consulting services, and (ii) Software Licenses & SaaS, consisting primarily of VR, AR and Spatial Computing software licenses or SaaS.
Disaggregation of Revenue The Company generated revenue for the years ended June 30, 2025 and 2024 by delivering: (i) Software Services, consisting primarily of VR/AR/Spatial Computing software projects, solutions and consulting services, and (ii) Software Licenses & SaaS, consisting primarily of VR, AR and Spatial Computing software licenses or SaaS.
Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations. At times, the Company engages the assistance of valuation specialists in determining fair values of assets acquired and liabilities assumed in a business combination. Intangible assets (other than Goodwill) Intangible assets represent the allocation of a portion of an acquisition’s purchase price.
Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations. At times, the Company engages the assistance of valuation specialists in determining fair values of assets acquired and liabilities assumed in a business combination. Intangible assets (excluding Goodwill) Intangible assets represent the allocation of a portion of an acquisition’s purchase price.
The budget is reviewed periodically and percentage of completion adjusted accordingly. 30 Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis. Revenue for Software License is recognized at the point of time in which the Company delivers the software and customer accepts delivery.
The budget is reviewed periodically and percentage of completion adjusted accordingly. Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis. Revenue for Software Licenses is recognized at the point of time in which the Company delivers the software and customer accepts delivery.
Actual results could differ from those estimates. The principal estimates relate to the valuation of allowance for doubtful accounts, stock options, warrants, revenue recognition, allocation of the purchase price of assets relating to business combinations, calculation of contingent consideration for acquisitions and fair value of intangible assets and impairment of non-current assets.
Actual results could differ from those estimates. The principal estimates relate to the valuation of allowance for doubtful accounts, stock options, revenue recognition, allocation of the purchase price of assets relating to business combinations, calculation of contingent consideration for acquisitions, fair value of intangible assets and goodwill impairment.
Certain other Software Services revenues are custom project solutions (projects whereby, the development of the custom project leads to an identifiable asset with no alternative use to the Company, and, in which, the Company also has an enforceable right to payment under the contract) and are therefore recognized based on the percentage of completion using an input model with a master budget.
On rare occasions, the Company generates Software Services revenues are custom project solutions (projects whereby, the development of the custom project leads to an identifiable asset with no alternative use to the Company, and, in which, the Company also has an enforceable right to payment under the contract) and are therefore recognized based on the percentage of completion using an input model with a master budget.
For distinct performance obligations recognized at a point in time, any unrecognized portion of revenue and any corresponding unrecognized expenses are presented as deferred revenue/contract liability and deferred costs/contract asset, respectively, in the accompanying consolidated balance sheets. Contract assets include cash and equity based payroll costs, and may include payments to consultants and vendors.
For distinct performance obligations recognized at a point in time, any unrecognized portion of revenue and any corresponding unrecognized expenses are presented as deferred revenue and deferred costs, respectively, in the accompanying consolidated balance sheets. Deferred costs include cash based payroll costs, and may include payments to consultants and vendors.
While this transition is still ongoing, we believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us. 27 Critical Accounting Policies and Estimates and Recent Accounting Pronouncements Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
We believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us. 28 Critical Accounting Policies and Estimates and Recent Accounting Pronouncements Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
For distinct performance obligations recognized over time, the Company records a contract asset (costs in excess of billings) when revenue is recognized prior to invoicing, or a contract liability (billings in excess of costs) when revenue is recognized subsequent to invoicing. Significant Judgments The Company’s contracts with customers may include promises to transfer multiple products/services.
For distinct performance obligations recognized over time, the Company records deferred cost (costs in excess of billings) when revenue is recognized prior to invoicing, or deferred revenue (billings in excess of costs) when revenue is recognized subsequent to invoicing. Significant Judgments The Company’s contracts with customers may include promises to transfer multiple products/services.
We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Financial Services, Food & Hospitality, Media & Entertainment, Architecture/Engineering/Construction, Corporate Events and Presentations and Social VR support groups and therapy. We focus primarily on the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) segments industry and we are hardware agnostic.
We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Media & Entertainment, Corporate Events and Social VR support groups and therapy. We focus primarily on the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) segments, and we are hardware agnostic.
Actual results could differ materially because of factors discussed in “Risk Factors” elsewhere in this Report, and other factors that we may not know. See “Cautionary Statement Regarding Forward-Looking Information.” Company Overview The Glimpse Group, Inc. (“Glimpse”, the “Company”) is an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services.
Actual results could differ materially because of factors discussed in “Risk Factors” elsewhere in this Report, and other factors that we may not know. See “Cautionary Statement Regarding Forward-Looking Statements.” Company Overview We are an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services (Immersive technologies).
Change in Fair Value of Acquisition Contingent Consideration Change in fair value of acquisition contingent consideration for the year ended June 30, 2024 was a gain of approximately $4.27 million compared to a gain of approximately $0.70 million for the year ended June 30, 2023.
Change in Fair Value of Acquisition Contingent Consideration Change in fair value of acquisition contingent consideration for the year ended June 30, 2025 was an expense of approximately $0.10 million compared to a gain of approximately $4.27 million for the year ended June 30, 2024.
Revenue Recognition Nature of Revenues The Company reports its revenues in two categories: ● Software Services: Virtual, Augmented Reality and Spatial Computing projects, solutions and consulting services. ● Software License and Software-as-a-Service (“SaaS”): Virtual Reality or Augmented Reality or Spatial Computing software that is sold either as a license or as a SaaS subscription. 29 The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; ● recognize revenue as the performance obligation is satisfied; ● determine that collection is reasonably assured.
Revenue Recognition Nature of Revenues The Company reports its revenues in three categories: ● Software Services: VR, AR and Spatial Computing projects, solutions and consulting services. ● Software License and Software-as-a-Service (“SaaS”): VR, AR or Spatial Computing software that is sold either as a license or as a SaaS subscription. ● Royalty Income: Royalty income earned pursuant to certain specific agreements. 30 The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; ● recognize revenue as the performance obligation is satisfied; ● determine that collection is reasonably assured.
Glimpse’s operating entities are located primarily in the United States, with a development and modeling center in Turkey. We believe that we offer significant exposure to the rapidly growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.
Glimpse’s operating entities are located in the United States. We believe that we offer significant exposure to the growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.
As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 37 In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Revenue for a significant portion of Software Services projects and solutions (projects whereby, the development of the project leads to an identifiable asset with an alternative use to the Company) is recognized at the point of time in which the customer obtains control of the project, customer accepts delivery and confirms completion of the project.
The Company currently generates its revenues primarily from customers in the United States. 31 Revenue for a significant portion of Software Services projects and solutions (projects whereby, the development of the project leads to an identifiable asset with an alternative use to the Company) is recognized at the point of time in which the customer obtains control of the project, customer accepts delivery and confirms completion of the project.
The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. The Company’s other financial instruments consist primarily of accounts receivable, accounts payable and other liabilities, and approximate fair value due to the short-term nature of these instruments.
The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. The Company’s other financial instruments consist primarily of accounts receivable, accounts payable and other liabilities, and are reported at approximate fair value due to the short-term nature of these instruments.
This is driven by the Strategic Shift, which has resulted in a significant turnover in BLI’s customer base that existed at the acquisition date. The 2024 impairment also includes the impairment of PulpoAR – technology unamortized balance due to PulpoAR’s divestiture.
The 2024 impairment primarily represents the write off of BLI – legacy customer relationships unamortized balance at June 30, 2024. This was driven by the Strategic Shift, which resulted in a significant turnover in BLI’s customer base that existed at the acquisition date. The 2024 impairment also includes the impairment of PulpoAR - technology unamortized balance due to PulpoAR’s divestiture.
Sales and Marketing Sales and marketing expenses (primarily representing headcount, including incentive based, related costs) for the year ended June 30, 2024 were approximately $2.82 million compared to $7.49 million for the year ended June 30, 2023, a decrease of approximately 62%. The decrease reflects reduced headcount throughout the Company, driven by reduced revenue.
Sales and Marketing Sales and marketing expenses (primarily representing headcount, including incentive based, related costs) for the year ended June 30, 2025 were approximately $2.20 million compared to approximately $2.82 million for the year ended June 30, 2024, a decrease of approximately 22%.
In fiscal year 2024, we shifted our businesses focus (“Strategic Shift”) to providing immersive technology solutions software and services that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (“AI”), which we refer to as “Spatial Core”.
In fiscal year 2024, we shifted our businesses focus (“Strategic Shift”) to focus on providing immersive technology solutions software and services that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (“AI”), including our product “Spatial Core,” led by our entity Brightline Interactive, LLC (“BLI”).
The decrease is driven by the items described above. For the year ended June 30, 2024, Software License revenue was approximately $0.67 million compared to approximately $0.89 million for the year ended June 30, 2023, a decrease of approximately 25% driven by the divestiture of PulpoAR.
For the year ended June 30, 2025, Software License revenue was approximately $0.51 million compared to approximately $0.67 million for the year ended June 30, 2024, a decrease of approximately 24% driven by the divestiture of the QReal business.
Research and Development Costs Research and development expenses are expensed as incurred, and include payroll, employee benefits and stock-based compensation expense. Research and development expenses also include third-party development and programming costs. Given the emerging industry and uncertain market environment the Company operates in, research and development costs are not capitalized.
Research and Development Costs Research and development expenses are expensed as incurred, and include payroll, employee benefits and stock-based compensation expense. Research and development expenses also include third-party development and programming costs.
Highlights RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 Summary P&L For the Years Ended June 30, Change 2024 2023 $ % (in millions) Revenue $ 8.80 $ 13.48 $ (4.68 ) -35 % Cost of Goods Sold 2.94 4.26 (1.32 ) -31 % Gross Profit 5.86 9.22 (3.36 ) -36 % Total Operating Expenses 12.47 38.02 (25.55 ) -67 % Loss from Operations before Other Income (6.61 ) (28.80 ) 22.19 77 % Other Income 0.22 0.24 (0.02 ) 8 % Net Loss $ (6.39 ) $ (28.56 ) $ 22.17 78 % Revenue For the Years Ended June 30, Change 2024 2023 $ % (in millions) Software Services $ 8.13 $ 12.59 $ (4.46 ) -35 % Software License/Software as a Service 0.67 0.89 (0.22 ) -25 % Total Revenue $ 8.80 $ 13.48 $ (4.68 ) -35 % Total revenue for the year ended June 30, 2024 was approximately $8.80 million compared to approximately $13.48 million for the year ended June 30, 2023, a decrease of approximately 35%.
Highlights RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 Summary P&L For the Years Ended June 30, Change 2025 2024 $ % (in millions) Revenue $ 10.53 $ 8.80 $ 1.73 20 % Cost of Goods Sold 3.41 2.94 0.47 16 % Gross Profit 7.12 5.86 1.26 22 % Total Operating Expenses 9.86 12.47 (2.61 ) -21 % Loss from Operations before Other Income (2.74 ) (6.61 ) 3.87 59 % Other Income 0.19 0.22 (0.03 ) -14 % Net Loss $ (2.55 ) $ (6.39 ) $ 3.84 60 % Revenue For the Years Ended June 30, Change 2025 2024 $ % (in millions) Software Services $ 10.00 $ 8.13 $ 1.87 23 % Software License/Software as a Service 0.51 0.67 (0.16 ) -24 % Royalty Income 0.02 - 0.02 100 % Total Revenue $ 10.53 $ 8.80 $ 1.73 20 % Total revenue for the year ended June 30, 2025 was approximately $10.53 million compared to approximately $8.80 million for the year ended June 30, 2024, an increase of approximately 20%.
We break out our revenues into two main categories - Software Services and Software License. ● Software Services revenues are primarily comprised of Immersive technology projects, services related to our software licenses and consulting retainers. ● Software License revenues are comprised of the sale of our internally developed Immersive technology software as licenses or as software-as-a-service (“SaaS”). 32 For the year ended June 30, 2024, Software Services revenue was approximately $8.13 million compared to approximately $12.59 million for the year ended June 30, 2023, a decrease of approximately 35%.
We break out our revenues into three categories - Software Services, Software License and Royalty Income. ● Software Services revenues are primarily comprised of Immersive technology projects, services related to our software licenses and consulting retainers. ● Software License revenues are comprised of the sale of our internally developed Immersive technology software as licenses or as software-as-a-service (“SaaS”). ● Royalty Income represents a percentage of revenue from divested subsidiaries pursuant to the respective divesture agreements. 33 For the year ended June 30, 2025, Software Services revenue was approximately $10.0 million compared to approximately $8.13 million for the year ended June 30, 2024, an increase of approximately 23%.
Financing activities Cash flow provided from financing activities during the year ended June 30, 2024 was approximately $2.97 million, compared to $0.06 million for the prior period. 2024 represents the net proceeds of the common stock purchase agreement in October 2023.
Financing activities Cash flow provided by financing activities during the year ended June 30, 2025 was approximately $6.80 million, compared to approximately $2.97 million for the prior period. 2025 represents the net proceeds of the securities purchase agreement in December 2024. 2024 represents the net proceeds of the common stock purchase agreement in October 2023. 37 Capital Resources As of June 30, 2025, the Company had cash and cash equivalents of $6.83 million, plus $0.84 million of accounts receivable.
Operating Expenses For the Years Ended June 30, Change 2024 2023 $ % (in millions) Research and development expenses $ 5.45 $ 8.79 $ (3.34 ) -38 % General and administrative expenses 4.29 5.04 (0.75 ) -15 % Sales and marketing expenses 2.82 7.49 (4.67 ) -62 % Amortization of acquisition intangible assets 1.24 2.05 (0.81 ) -40 % Goodwill impairment 0.38 12.85 (12.47 ) -97 % Intangible asset impairment 2.56 2.50 0.06 2 % Change in fair value of acquisition contingent consideration (4.27 ) (0.70 ) (3.57 ) 510 % Total Operating Expenses $ 12.47 $ 38.02 $ (25.55 ) -67 % Operating expenses for the year ended June 30, 2024 were approximately $12.47 million compared to $38.02 million for the year ended June 30, 2023, a decrease of approximately 67%.
Operating Expenses For theYears Ended June 30, Change 2025 2024 $ % (in millions) Research and development expenses $ 3.49 $ 5.45 $ (1.96 ) -36 % General and administrative expenses 3.64 4.29 (0.65 ) -15 % Sales and marketing expenses 2.20 2.82 (0.62 ) -22 % Amortization of acquisition intangible assets 0.43 1.24 (0.81 ) -65 % Goodwill impairment - 0.38 (0.38 ) -100 % Intangible asset impairment - 2.56 (2.56 ) -100 % Change in fair value of acquisition contingent consideration 0.10 (4.27 ) 4.37 -102 % Total Operating Expenses $ 9.86 $ 12.47 $ (2.61 ) -21 % Operating expenses for the year ended June 30, 2025 were approximately $9.86 million compared to approximately $12.47 million for the year ended June 30, 2024, a decrease of approximately 21%.
The decrease reflects reduced headcount throughout the Company, driven by reduced revenue. General and Administrative General and administrative expenses (primarily representing headcount and administrative related costs) for the year ended June 30, 2024 were approximately $4.29 million compared to $5.04 million for the year ended June 30, 2023, a decrease of approximately 15%.
General and Administrative General and administrative expenses (primarily representing headcount and administrative related costs) for the year ended June 30, 2025 were approximately $3.64 million compared to approximately $4.29 million for the year ended June 30, 2024, a decrease of approximately 15%. The decrease reflects the divestiture of the QReal business and certain corporate administrative cost reductions.
Intangible Asset Impairment Intangible asset impairment for the year ended June 30, 2024 was approximately $2.56 million compared to approximately $2.50 million in the previous year. The 2024 impairment primarily represents the write off of BLI – customer relationships unamortized balance at June 30, 2024.
Goodwill Impairment Goodwill impairment for the year ended June 30, 2025 was none compared to approximately $0.38 million in the previous year. The 2024 impairment represents the write off of goodwill from the divestiture of PulpoAR. Intangible Asset Impairment Intangible asset impairment for the year ended June 30, 2025 was none compared to approximately $2.56 million in the previous year.
The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. 31 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.
Given the emerging industry and uncertain market environment the Company operates in, research and development costs are not capitalized. 32 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.
Amortization of Acquisition Intangible Assets Amortization of acquisition intangible assets expense for the year ended June 30, 2024 was approximately $1.24 million compared to $2.05 million for the year ended June 30, 2023, a decrease of approximately 40%.
Amortization of Acquisition Intangible Assets Amortization of acquisition intangible assets expense for the year ended June 30, 2025 was approximately $0.43 million compared to approximately $1.24 million for the year ended June 30, 2024, a decrease of approximately 65%. The decrease is attributable to the write off of BLI intangible assets – legacy customer relationships in June 2024.
Gross Profit For the Years Ended June 30, Change 2024 2023 $ % (in millions) Revenue $ 8.80 $ 13.48 $ (4.68 ) -35 % Cost of Goods Sold 2.94 4.26 (1.32 ) -31 % Gross Profit $ 5.86 $ 9.22 $ (3.36 ) -36 % Gross Profit Margin 67 % 68 % Gross profit was approximately 67% for the year ended June 30, 2024 compared to approximately 68% for the year ended June 30, 2023, essentially flat reflecting a consistent year over year mix in product revenue and gross profit margin.
Gross Profit For the Years Ended June 30, Change 2025 2024 $ % (in millions) Revenue $ 10.53 $ 8.80 $ 1.73 20 % Cost of Goods Sold 3.41 2.94 0.47 16 % Gross Profit 7.12 5.86 1.26 22 % Gross Profit Margin 68 % 67 % Gross profit margin was approximately 68% for the year ended June 30, 2025 compared to approximately 67% for the year ended June 30, 2024, an increase of approximately 1%.
This represents interest income on money market fund balances. Net loss For the year ended June 30, 2024, we incurred a net loss of approximately $6.39 million compared to a net loss of approximately $28.57 million for the year ended June 30, 2023, an improvement of approximately 78% year-over-year.
This represents interest income and reflects the timing of changes in cash equivalent balances and changes in short term interest rates. 35 Net loss For the year ended June 30, 2025, we incurred a net loss of approximately $2.55 million compared to a net loss of approximately $6.39 million for the year ended June 30, 2024, an improvement of approximately $3.84 million.
Contingent consideration is recorded within contingent consideration, current, and contingent consideration, non-current, in the Company’s consolidated balance sheets as of June 30, 2024 and 2023.
Contingent consideration is recorded within contingent consideration, current, and contingent consideration, non-current, in the Company’s consolidated balance sheets as of June 30, 2025 and 2024. Contingent consideration has been recorded at its fair values using unobservable inputs that include assumptions regarding financial forecasts and discount rates.
In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance.
In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.
Such financing may not be available on terms favorable to the Company, or at all. 36 Liquidity and Capital Resources For the Years Ended June 30, Change 2024 2023 $ % (in millions) Net cash used in operating activities $ (5.21 ) $ (9.16 ) $ 3.95 43 % Net cash used in investing activities (1.53 ) (3.53 ) 2.00 57 % Net cash provided by financing activities 2.97 0.06 2.91 NM Decrease in cash, cash equivalents and restricted cash (3.77 ) (12.63 ) 8.86 -70 % Cash, cash equivalents and restricted cash, beginning of year 5.62 18.25 (12.63 ) -69 % Cash and cash equivalents, end of year $ 1.85 $ 5.62 $ (3.77 ) -67 % Operating activities Net cash used in operating activities for the year ended June 30, 2024 was approximately $5.21 million, compared to approximately $9.16 million for the year ended June 30, 2023.
Liquidity and Capital Resources For the Years Ended June 30, Change 2025 2024 $ % (in millions) Net cash used in operating activities $ (0.27 ) $ (5.21 ) $ 4.94 95 % Net cash used in investing activities (1.54 ) (1.53 ) (0.01 ) -1 % Net cash provided by financing activities 6.80 2.97 3.83 129 % Net increase (decrease) in cash and cash equivalents 4.99 (3.77 ) 8.76 NA Cash and cash equivalents, beginning of year 1.84 5.61 (3.77 ) -67 % Cash and cash equivalents, end of year $ 6.83 $ 1.84 $ 4.99 271 % Operating activities Net cash used in operating activities for the year ended June 30, 2025 was approximately $0.27 million, compared to approximately $5.21 million for the year ended June 30, 2024.
Non-GAAP Financial Measures The following discussion and analysis includes both financial measures in accordance with GAAP, as well as non-GAAP financial measures.
The reduction in loss reflects increased revenue/gross profit combined with expense reductions reflective of our Strategic Shift, divestiture of the QReal business and reduction in non-core businesses. Non-GAAP Financial Measures The following discussion and analysis includes both financial measures in accordance with GAAP, as well as non-GAAP financial measures.
The decrease reflects a decrease in goodwill impairment, reductions in headcount across expense categories driven by reduced revenue and an increase in the gain on change in fair value on acquisition contingent consideration. 33 Research and Development Research and development expenses (primarily representing headcount related costs) for the year ended June 30, 2024 were approximately $5.45 million compared to $8.79 million for the year ended June 30, 2023, a decrease of approximately 38%.
The decrease reflects our Strategic Shift, divestiture of the QReal business and reduction in non-core businesses. 34 Research and Development Research and development expenses (primarily representing headcount related costs) for the year ended June 30, 2025 were approximately $3.49 million compared to approximately $5.45 million for the year ended June 30, 2024 a decrease of approximately 36%.
As of June 30, 2024, contingent consideration for acquisition liabilities contains cash components ranging up to $3.0 million, potentially payable through October 2025 contingent on BLI achieving certain revenue milestones. Emerging Growth Company and Smaller Reporting Company Status We are an “emerging growth company,” as defined in the JOBS Act.
This will be the final payment (cash or equity) due relating to the BLI acquisition. Emerging Growth Company and Smaller Reporting Company Status We are an “emerging growth company,” as defined in the JOBS Act.
Capital Resources As of June 30, 2024, the Company had cash and cash equivalents of $1.85 million, plus $0.72 million of accounts receivable. As of June 30, 2024, the Company had no outstanding debt obligations. As of June 30, 2024, the Company had no issued and outstanding preferred stock.
As of June 30, 2025, the Company had no outstanding debt obligations. As of June 30, 2025, the Company had no issued and outstanding preferred stock. As of June 30, 2025, contingent consideration for acquisition liabilities represents a $1.50 million cash component, payable in calendar year 2025 based on BLI having achieved certain revenue milestones.
Removed
Contingent consideration has been recorded at its fair values using unobservable inputs and have included using the Monte Carlo simulation option pricing framework, incorporating contractual terms and assumptions regarding financial forecasts, discount rates, and volatility of forecasted revenue.
Added
The increase primarily represents the addition of new Spatial Core customers, which was offset by the runoff of certain heritage VR/AR customers reflecting our Strategic Shift.
Removed
The Company currently generates its revenues primarily from customers in the United States.
Added
The increase represents the addition of new Spatial Core customers, offset by the runoff of certain heritage VR/AR customers reflecting our Strategic Shift.
Removed
Recently Adopted Accounting Pronouncements Financial Instruments - Credit Losses In September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held.
Added
The increase reflects increased margin on Spatial Core revenue driven by less reliance on third party vendors.
Removed
The Company adopted this guidance on July 1, 2023 and the impact of the adoption was not material to our consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of payment partners, and external market factors.
Added
Excluding the change in fair value of acquisition contingent consideration and intangible asset impairment, operating expenses decreased approximately 29% for the year ended June 30, 2025 compared to the year ended June 30, 2024.
Removed
Income Taxes In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting in Accounting Standards Codification (“ASC”) 740, Income Taxes. This standard removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.
Added
The decrease reflects the divestiture of the QReal business, more efficient use of headcount (portion that is allocated to cost of goods sold) and other headcount reductions as part of our Strategic Shift.
Removed
This guidance also clarifies and simplifies other areas of ASC 740. The Company adopted this guidance on July 1, 2023 using the prospective transition method.
Added
The decrease reflects the divestiture of the QReal business and other headcount reductions as part of our Strategic Shift, partially offset by an increase in revenue related incentive pay.
Removed
The decrease reflects our Strategic Shift, which has resulted in a significant turnover in our historical customer base and the divestiture of, and consolidation of, multiple of our entities.
Added
The expense in 2025 represents the change in the time value of money related to the present value of future consideration payments related to the BLI acquisition.
Removed
For the years ended June 30, 2024 and 2023, internal staffing was approximately $1.90 million (65% of total cost of goods sold) and approximately $2.52 million (59% of total cost of goods sold), respectively. The increase in internal staffing as a percentage of total cost of goods sold reflects the intentional reduced reliance on subcontractors.
Added
The gain in 2024 represents a decrease in contingent consideration liabilities driven by revisions to revenue forecasts for BLI and Sector 5 Digital LLC (“S5D”) and a decrease in the common stock price of Glimpse (a portion of potential contingent consideration was payable in stock) between measurement dates.
Removed
The decrease was driven by merger and acquisition fees related to the BLI acquisition in 2023 and a reduction in headcount year over year.
Added
Other Income Other income for the years ended June 30, 2025 and 2024 were approximately $0.19 million and $0.22, respectively.
Removed
In addition, there was a reduction in revenue based incentive expense, and furthermore, a gain (i.e., expense reduction) in stock based incentive expense due to a decrease in the fair value of the Company’s common stock between measurement periods prior to payment.
Added
Excluding the changes in fair value of acquisition contingent consideration and intangible asset impairment (see Operating Expenses section above), the losses for the years ended June 30 2025 and 2024 were approximately $2.45 million and approximately $7.72 million, respectively, an approximate $5.27 million improvement in 2025.
Removed
The decrease is due to the write off intangible assets related to S5D in 2023 and those related to PulpoAR in the first quarter of fiscal 2024. Goodwill Impairment Goodwill impairment for the year ended June 30, 2024 was approximately $0.38 million compared to approximately $12.85 million in the previous year.
Added
The improvement is driven by increased revenue/gross profit combined with expense reductions reflective of our Strategic Shift, divestiture of the QReal business and reduction in non-core businesses.
Removed
The 2023 impairment primarily represents the write off of goodwill from the acquisition of S5D due to deteriorating revenue and operating results and forecasts. The 2024 impairment represents the write off of goodwill from the divestiture of PulpoAR, also driven by poor revenue and operating results and forecasts.
Added
The significant improvement is driven by increased revenue/gross profit combined with expense reductions reflective of our Strategic Shift, divestiture of the QReal business and reduction in non-core businesses. Investing activities Net cash used in investing activities for the year ended June 30, 2025 was approximately $1.54 million compared to approximately $1.53 million for the year ended June 30, 2024.
Removed
The 2023 impairment primarily represents the write off of S5D – customer relationships unamortized balance at June 30, 2023, due to deteriorating revenue and forecasts. The 2023 impairment also includes the impairment of AUGGD – customer relationships and technology unamortized balances due to AUGGD’s divestiture.
Added
For both years this primarily represented contingent consideration payments for the BLI acquisition based on achieved revenue milestones.
Removed
The increased gain reflects a reduction in potential consideration to be paid based on reduced revenue projections and a reduction in contingent consideration that was paid in common stock due to a decrease in common stock price during the period. 34 Other Income Other income for the years ended June 30, 2024 and 2023 was approximately $0.22 million and $0.24, respectively.
Added
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Removed
This reflects reduced revenue and associated gross profit more than offset by reductions in goodwill impairment charges, increased gain on change in fair value of acquisition contingent consideration and reductions in operating expenses primarily due to a decrease in headcount driven by reduced revenue.
Removed
The improvement in EBITDA loss was driven by reductions in cash operating expenses exceeding reduced revenue/gross profit. Going Concern The Company evaluated whether there are conditions and events, considered in the aggregate, that raise doubt about its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.
Removed
This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. The Company has incurred recurring losses since its inception, including a net loss of $6.39 million for the year ended June 30, 2024.
Removed
In addition, as of June 30, 2024, the Company had an accumulated deficit of $63.0 million. While the Company’s cash flow has improved in recent months, we may continue to generate negative cash flow for the foreseeable future.
Removed
While the Company intends to generate positive cash flow in the coming 12 months, its cash and cash equivalents as of June 30, 2024 may not be sufficient to fund operations for at least the next twelve months from the date of issuance of these consolidated financial statements.
Removed
We will need to generate significant additional revenue to achieve and sustain profitability, and we cannot assure that we will be able to do so.
Removed
Accordingly, the Company has concluded that doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements.
Removed
Outside of potential revenue growth generated by the Company, in order to restore the going concern the Company may take actions which could include but are not limited to, further cost reductions, equity or debt financings and restructuring of potential future cash contingent acquisition liabilities. There is no assurance that these actions will be taken or be successful if pursued.
Removed
The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

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