As
filed with the Securities and Exchange Commission on October 27, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
The
Glimpse Group, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
7371 |
|
81-2958271 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
15
West 38th St., 9th Fl,
New
York, NY 10018
(917)
292-2685
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive office)
Lyron
Bentovim
Chief
Executive Officer
15
West 38th St., 9th Fl,
New
York, NY 10018
(917)
292-2685
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Darrin M. Ocasio, Esq.
Jay
K. Yamamoto, Esq.
Sichenzia
Ross Ference LLP.
1185
Avenue of the Americas
New
York, NY 10036
(212)
930-9700
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED OCTOBER 27, 2022
$100,000,000
The
Glimpse Group, Inc.
Common
Stock
Preferred
Stock
Warrants
Rights
Units
We
may issue securities from time to time in one or more offerings, in amounts, at prices and on terms determined at the time of offering.
This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We
will provide the specific terms of these securities in supplements to this prospectus, which will also describe the specific manner in
which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should
read this prospectus and any applicable prospectus supplement before you invest. The aggregate offering price of the securities we sell
pursuant to this prospectus will not exceed $100,000,000.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are
involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms
of the offering of such securities.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “VRAR”. On October 26, 2022, the last reported
sale price of our common stock was $4.76.
We
are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain
reduced public company reporting requirements for future filings.
Investing
in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks
of investing in our securities in the section titled “Risk Factors” beginning on page 3 of this prospectus, an in any similar
section contained or incorporated by reference herein or in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2022
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)
using the “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination
of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000.
This
prospectus provides you with a general description of the securities that may be offered. Each time that we offer and sell securities,
we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and
sold and the specific terms of that offering and, to the extent appropriate, any updates to the information about us contained in this
prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. The prospectus supplement may also add, update or change information contained in this prospectus with respect to
that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you
should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable
prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information”
and “Incorporation by Reference.”
We
have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus,
any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on
its respective cover or as otherwise specified therein and that any information incorporated by reference is accurate only as of the
date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations
and prospects may have changed since those dates.
This
prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain or incorporate by reference,
market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information.
Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not
independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented
in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject
to change based on various factors, including those discussed under the heading “Risk Factors” contained or incorporated
by reference in this prospectus, the applicable prospectus supplement and any related free writing prospectus and under similar headings
in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on
this information.
As
used in this prospectus and unless otherwise indicated, the terms “we,” “us,” “our,” “Glimpse,”
or the “Company” refer to The Glimpse Group, Inc. and its wholly owned subsidiaries.
THE
COMPANY
Overview
We
are a Virtual (“VR”) and Augmented (“AR”) Reality platform company, comprised of a diversified group of wholly-owned
and operated VR and AR companies, providing enterprise-focused software, services and solutions. We believe that we offer significant
exposure to the rapidly growing and potentially transformative VR and AR markets, while mitigating downside risk via our diversified
model and ecosystem.
Our
platform of VR/AR subsidiary companies, collaborative environment and diversified business model aims to simplify the challenges faced
by companies in the emerging VR/AR industry, potentially improving each subsidiary company’s ability to succeed, while simultaneously
providing investors an opportunity to invest directly into the emerging VR/AR industry via a diversified infrastructure.
Leveraging
our platform, we strive to cultivate and manage the business operations of our VR/AR subsidiary companies, with the goal of allowing
each underlying company to better focus on mission-critical endeavors, collaborate with the other subsidiary companies, reduce time to
market, optimize costs, improve product quality and leverage joint go-to-market strategies. Subject to operational, market and financial
developments and conditions, we intend to carefully add to our current portfolio of subsidiary companies via a combination of organic
expansion and/or outside acquisition.
The
VR/AR 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 platform and ecosystem create important competitive advantages. Our
subsidiary companies currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education,
Healthcare, Branding/Marketing/Advertising, Retail, Financial Services, Food & Hospitality, Media & Entertainment, Architecture/Engineering/Construction
(“AEC”) and Social VR support groups and therapy. We do not currently target direct-to-consumer (“B2C’) VR/AR
software or services, only business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”), and we
are hardware agnostic.
Our
Corporate Information
The
Glimpse Group, Inc. was incorporated on June 15, 2016, under the laws of the State of Nevada and is headquartered in New York, New York.
Our executive offices are located at 15 West 38th St, 9th Fl, New York, NY 10018, and our telephone number is 917-292-2685.
We maintain a corporate website at www.theglimpsegroup.com. The information on our website is not part of this prospectus. We have included
our website address as a factual reference and do not intend it to be active link to our website.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, or the Exchange Act. Forward-looking statements give current expectations or forecasts of future events or our
future financial or operating performance. We may, in some cases, use words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” or the negative of those
terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements.
These
forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and
assumptions as of the date of this prospectus and are subject to risks and uncertainties, many of which are beyond our control, that
could cause our actual results to differ materially from those in these forward-looking statements. We discuss many of these risks in
greater detail in this prospectus under “Risk Factors” and in our Annual Report on Form 10-K filed with the SEC on September
28, 2022, as well as those described in the other documents we file with the SEC. Moreover, new risks emerge from time to time. It is
not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
We
undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments
or otherwise, except as may be required by applicable laws or regulations.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties
and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this
prospectus.
Our
business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected
by these risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate
purposes, including working capital.
DESCRIPTION
OF COMMON STOCK
General
We
are authorized to issue 300,000,000 shares of common stock, $0.001 par value per share.
Holders
of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors to our board of directors. Holders of the Company’s common stock representing one-third
(33 1/3%) of the voting power of the Company’s common stock issued, outstanding and entitled to vote, represented in person or
by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s
outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to the
Company’s articles of incorporation.
Subject
to the rights of preferred stockholders (if any), holders of the Company’s common stock are entitled to share in all dividends
that the Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities
and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no
pre-emptive rights, no conversion rights, and there are no redemption provisions applicable to the Company’s common stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is ClearTrust, LLC.
Listing
Our
common stock is currently quoted on The Nasdaq Capital Market under the symbol “VRAR”.
DESCRIPTION
OF PREFERRED STOCK
We
are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.001 per share, from time to time, in one or more series.
We do not have any outstanding shares of preferred stock.
Our
articles of incorporation authorizes our board of directors to issue preferred stock from time to time with such designations, preferences,
conversion or other rights, voting powers, restrictions, dividends or limitations as to dividends or other distributions, qualifications
or terms or conditions of redemption as shall be determined by the board of directors for each class or series of stock. Preferred stock
is available for possible future financings or acquisitions and for general corporate purposes without further authorization of stockholders
unless such authorization is required by applicable law, or any securities exchange or market on which our stock is then listed or admitted
to trading.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing
a change-in-control of the Company.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such
prospectus supplement will include:
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the
title and stated or par value of the preferred stock; |
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; |
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; |
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whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; |
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the
provisions for a sinking fund, if any, for the preferred stock; |
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any
voting rights of the preferred stock; |
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the
provisions for redemption, if applicable, of the preferred stock; |
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any
listing of the preferred stock on any securities exchange; |
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the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion
price or the manner of calculating the conversion price and conversion period; |
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if
appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and |
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock. |
The
terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred
stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the
holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the
holders of preferred stock would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred
stock or common stock, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely
as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of warrants. This summary of some provisions of the warrants is not complete. You should refer
to the warrant agreement, including the forms of warrant certificate representing the warrants, relating to the specific warrants being
offered for the complete terms of the warrant agreement and the warrants. The warrant agreement, together with the terms of the warrant
certificate and warrants, will be filed with the SEC in connection with the offering of the specific warrants.
The
applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus
is being delivered:
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the
title of the warrants; |
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the
aggregate number of the warrants; |
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the
price or prices at which the warrants will be issued; |
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the
designation, amount and terms of the offered securities purchasable upon exercise of the warrants; |
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if
applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be
separately transferable; |
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of
such warrants; |
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants; |
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the
price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may
be purchased; |
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the
date on which the right to exercise the warrants shall commence and the date on which the right shall expire; |
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the
minimum or maximum amount of the warrants that may be exercised at any one time; |
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information
with respect to book-entry procedures, if any; |
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if
appropriate, a discussion of Federal income tax consequences; and |
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any
other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Warrants
for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in
registered form only.
Upon
receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities.
If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the
remaining warrants.
Prior
to the exercise of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights
of holders of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the purchase of common
stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable
upon exercise.
DESCRIPTION
OF RIGHTS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general
features of the rights that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common
stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be
entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the
rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary
is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus
is a part, the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related
series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including,
where applicable, the following:
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the
date for determining the persons entitled to participate in the rights distribution; |
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the
exercise price for the rights; |
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the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
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the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
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the
extent to which the rights are transferable; |
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the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
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the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
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anti-dilution
provisions of the rights, if any; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights. |
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as
described in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred stock,
warrants or rights or any combination of such securities.
The
applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the
terms of the units and of any of the common stock, preferred stock, rights and warrants comprising the units, including whether and
under what circumstances the securities comprising the units may be traded separately; |
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a
description of the terms of any unit agreement governing the units; and |
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a
description of the provisions for the payment, settlement, transfer or exchange of the units. |
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including
our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed
price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices,
or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering; |
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the
names of any underwriters or agents; |
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the
name or names of any managing underwriter or underwriters; |
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the
purchase price of the securities; |
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any
over-allotment options under which underwriters may purchase additional securities from us; |
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the
net proceeds from the sale of the securities; |
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any
delayed delivery arrangements; |
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation; |
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any
initial public offering price; |
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any
discounts or concessions allowed or reallowed or paid to dealers; |
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any
commissions paid to agents; and |
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any
securities exchange or market on which the securities may be listed. |
Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our
other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters
may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters
to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may
then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement
will include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities
may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or
sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions
to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery
on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The
applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Continuous
Offering Program
Without
limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer,
under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter
into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the
Nasdaq Capital Market or other market on which our shares may then trade at market prices, block transactions and such other transactions
as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock to the broker-dealer,
as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer
as principal, we will enter into a separate terms agreement with such broker-dealer, and we will describe this agreement in a separate
prospectus supplement or pricing supplement.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock, all securities we offer under this prospectus will
be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter
market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such
market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104
under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the
purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities
in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage
in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York,
New York.
EXPERTS
The
financial statements of The Glimpse Group, Inc. as of and for the years ended June 30, 2022 and 2021 appearing in The Glimpse Group,
Inc.’s Annual Report on Form 10-K for the year ended June 30, 2022, have been audited by Hoberman & Lesser CPA’s, LLP,
as set forth in its report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s website at http://www.sec.gov.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under
the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement,
including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the
SEC’s internet site.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying
prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We
incorporate by reference the documents listed below and any future documents that we file with the SEC (excluding any portion of such
documents that are furnished and not filed with the SEC) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date
of the initial filing of the registration statement of which this prospectus forms a part prior to the effectiveness of the registration
statement and (ii) after the date of this prospectus until the offering of the securities is terminated:
| |
● |
Our
Annual Report on Form 10-K for the year ended June 30, 2022 as filed with the SEC on September 28, 2022; |
| |
● |
Current
Reports on Form 8-K filed with the SEC on July 19, 2022, August 2, 2022 and as amended on October 11, 2022, and September 28, 2022;
and |
| |
● |
The
description of the Registrant’s common stock which is contained in a Registration Statement on Form 8-A filed on June 29, 2021
(File No. 001-40556) under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
$100,000,000
The
Glimpse Group, Inc.
Common
Stock
Preferred
Stock
Warrants
Rights
Units
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table provides information regarding the various expenses (other than placement agent fees) payable by us in connection with
the issuance and distribution of the securities being registered hereby. All amounts shown are estimates except the SEC registration
fee.
| Expense | |
Amount
Paid or
to be Paid | |
| SEC registration fee | |
$ | 11,020 | |
| Legal fees and expenses | |
| (1) | |
| Accounting fees and expenses | |
| (1) | |
| Miscellaneous expenses | |
| (1) | |
| Total | |
$ | 11,020 | |
| (1) |
These
fees and expenses are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated
at this time. |
Item
15. Indemnification of Officers and Directors.
The
Registrant’s Articles of Incorporation provide that none of its directors or officers shall be personally liable to the Registrant
or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer, except that a director
or officer shall be liable, to the extent provided by applicable law, (1) for acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (2) for the payment of dividends in violation of restrictions imposed by Section 78.300 of the
Nevada Revised Statutes (“NRS”). The effect of these provisions is to eliminate the rights of the Registrant’s stockholders,
either directly or through stockholders’ derivative suits brought on behalf of the Registrant, to recover monetary damages from
a director or officer for breach of the fiduciary duty of care as a director or officer except in those instances provided under the
NRS.
The
Registrant has adopted provisions in its bylaws that require it to indemnify its directors, officers, and certain other representatives
against expenses, liabilities, and other matters arising out of their conduct on the Registrant’s behalf, or otherwise referred
to in or covered by applicable provisions of the NRS, to the fullest extent permitted by the NRS.
Section
78.7502 of the NRS provides that a corporation may indemnify its directors and officers against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with
an action, suit or proceeding in which the director or officer has been made or is threatened to be made a party, if the director or
officer acted in good faith and in a manner which the director or officer reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal proceeding, had no reason to believe the director’s or officer’s conduct
was unlawful. Any such indemnification may be made by the corporation only as ordered by a court, provided for in the articles of incorporation,
bylaws, or another agreement with the corporation, or as authorized in a specific case upon a determination made in accordance with the
NRS that such indemnification is proper in the circumstances.
Indemnification
may not be made under the NRS for any claim, issue, or matter as to which the director or officer has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines
that in view of all the circumstances of the case, that the director or officer is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. To the extent that a director or officer of a corporation has been successful on the merits or otherwise
in defense of any action, suit, or proceeding or in defense of any claim, issue, or matter therein, the director or officer must be indemnified
under the NRS by the corporation against expenses, including attorney’s fees, actually and reasonably incurred by the direct or
officer in connection with the defense.
Item
16. Exhibits.
*
To be filed, if applicable, by amendment or incorporated by reference pursuant to a Current Report on Form 8-K.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; and
(5)
The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(6)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the 27th day of October, 2022.
| THE
GLIMPSE GROUP, INC. |
|
| |
|
|
| By: |
/s/
Lyron Bentovim |
|
| |
Lyron
Bentovim |
|
| |
Chief
Executive Officer and Director (Principal Executive Officer) |
|
| |
|
|
| By: |
/s/
Maydan Rothblum |
|
| |
Maydan
Rothblum |
|
| |
Chief
Financial Officer (Principal Financial Officer) |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lyron Bentovim and Maydan Rothblum
and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and
to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, his, hers or their substitute or substitutes, may
lawfully do or cause to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Date |
|
Name
and Title |
|
Signature |
| |
|
|
|
|
| October
27, 2022 |
|
Lyron
Bentovim |
|
/s/
Lyron Bentovim |
| |
|
President
Chief Executive Officer & Chairman |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Maydan
Rothblum |
|
/s/
Maydan Rothblum |
| |
|
Chief
Financial Officer, Chief Operating Officer, Secretary, Treasurer & Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Jeff
Meisner |
|
/s/
Jeff Meisner |
| |
|
Chief
Revenue Officer & Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
D.J.
Smith |
|
/s/
D.J. Smith |
| |
|
Chief
Creative Officer & Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Sharon
Rowlands |
|
/s/
Sharon Rowlands |
| |
|
Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Jeff
Enslin |
|
/s/
Jeff Enslin |
| |
|
Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Lemuel
Amen |
|
/s/
Lemuel Amen |
| |
|
Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Alexander
Ruckdaeschel |
|
/s/
Alexander Ruckdaeschel |
| |
|
Director |
|
|
| |
|
|
|
|
| October
27, 2022 |
|
Ian
Charles |
|
/s/
Ian Charles |
| |
|
Director |
|
|
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