Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-268027
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated November 30, 2022)
The
Glimpse Group, Inc.
1,885,715
Shares of Common Stock
The
Glimpse Group, Inc. is offering 1,885,715 shares of our common stock, par value $0.001 per share to accredited and institutional investors.
Our
common stock is quoted on the Nasdaq Capital Market, or Nasdaq, under the symbol “VRAR.” On September 28, 2023, the last
reported sales price of our common stock on Nasdaq was $3.25 per share. As of September 28, 2023, the aggregate market value of our outstanding
common stock held by non-affiliates, or the public float, was $38,578,505, which was calculated based on 10,398,519 shares of our outstanding
common stock held by non-affiliates at a price of $3.71 per share, the closing price of our common stock on July 31, 2023. During the
12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction
I.B.6 of Form S-3.
Investing
in our securities involves significant risks. See “Risk Factors” beginning on page S-3 of this prospectus supplement and
in the documents incorporated by reference into this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
We
have engaged Kingswood Investments, division of Kingswood Capital Partners, LLC, or the placement agent, as our exclusive placement agent
in connection with this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase
or sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent the placement agent fees set
forth in the table below. See “Plan of Distribution” for more information regarding these arrangements.
| | |
Per Share | | |
Total | |
| Offering price | |
$ | 1.75 | | |
$ | 3,300,001 | |
| Placement agent’s fees(1) | |
$ | 0.1225 | | |
$ | 231,000 | |
| Proceeds to us, before expenses | |
$ | 1.6275 | | |
$ | 3,069,001 | |
| (1) |
In
addition, we have agreed to reimburse the placement agent for certain expenses. See “Plan of Distribution” beginning
on page S-6 of this prospectus supplement for additional information with respect to the compensation we will pay the placement
agent. |
Delivery
of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to occur on or about
October 3, 2023.
Kingswood
Investments, division of Kingswood Capital Partners, LLC
The
date of this prospectus supplement is September 28, 2023.
TABLE
OF CONTENTS
PROSPECTUS
You
should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying prospectus.
Neither we nor the placement agent have authorized anyone to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute
an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying
prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the information contained
in this prospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement
or the accompanying prospectus, is accurate only as of the date of those respective documents. Neither the delivery of this prospectus
supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any circumstances, create any implication
that there has been no change in the information set forth or incorporated by reference into this prospectus supplement or in our affairs
since the date of this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed
since that date.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of securities.
The second part is the accompanying prospectus, which provides more general information, some of which may not apply to this offering.
The information included or incorporated by reference in this prospectus supplement also adds to, updates and changes information contained
or incorporated by reference in the accompanying prospectus. If information included or incorporated by reference in this prospectus
supplement is inconsistent with the accompanying prospectus or the information incorporated by reference therein, then this prospectus
supplement or the information incorporated by reference in this prospectus supplement will apply and will supersede the information in
the accompanying prospectus and the documents incorporated by reference therein.
This
prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process, under the Securities Act of 1933, as amended, or the Securities Act.
Under
the shelf registration process, we may from time to time offer and sell any combination of the securities described in the accompanying
prospectus up to a total dollar amount of $100,000,000, of which this offering is a part.
In
this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, the terms “we,” “us,”
“our,” “Glimpse,” or the “Company” refer to The Glimpse Group, Inc. and its wholly owned subsidiaries.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about our company, this offering and information appearing elsewhere in this prospectus supplement,
in the accompanying prospectus, and in the documents we incorporate by reference. This summary is not complete and does not contain all
the information that you should consider before investing in our securities. You should read this entire prospectus supplement and the
accompanying prospectus carefully, including the “Risk Factors” contained in this prospectus supplement beginning on page
S-3 and the risk factors, financial statements and notes incorporated by reference herein, before making an investment decision. This
prospectus supplement may add to, update or change information in the accompanying prospectus.
Company
Overview
We
are an Immersive technology (Virtual Reality (“VR”), Augmented Reality (“AR”), Spatial Computing, Artificial
Intelligence (“AI”)) platform company, comprised of a diversified group of wholly-owned and operated Immersive technology
companies, providing enterprise-focused software, services and solutions. 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.
Our
platform of Immersive technology subsidiary companies, collaborative environment and diversified business model aims to simplify the
challenges faced by companies in the emerging Immersive technology industry, potentially improving each subsidiary company’s ability
to succeed, while simultaneously providing investors an opportunity to invest directly via a diversified infrastructure.
By
leveraging our platform, we strive to cultivate and manage the business operations of our Immersive technology 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
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 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, Government & Defense, Branding/Marketing/Advertising, Retail, Financial Services, Food & Hospitality,
Media & Entertainment, Architecture/Engineering/Construction (“AEC”), Corporate Events and Presentations, Beauty and
Cosmetics, and Social VR support groups and therapy. We do not currently target direct-to-consumer (“B2C’) customers, we
focus primarily on the business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”) segments.
In addition, we are hardware agnostic.
THE
OFFERING
| Securities
we are offering |
|
1,885,715
shares of common stock. |
| |
|
|
| |
|
|
| Common
stock to be outstanding after the offering |
|
16,619,905
shares |
| |
|
|
| Offering
price |
|
$1.75
per share |
| |
|
|
| Use
of proceeds |
|
We
estimate the net proceeds to us from this offering will be approximately $3.0 million after deducting placement agent fees and estimated
offering expenses payable by us. We intend to use the net proceeds from the sale of the securities offered by this prospectus for
working capital and general corporate purposes. |
| |
|
|
| Nasdaq
symbol for common stock |
|
Our
common stock is listed on Nasdaq under the symbol “VRAR.” |
| |
|
|
| Risk
factors |
|
Investing
in our securities involves significant risks. See “Risk Factors” beginning on page S-3 of this prospectus
supplement. |
The
number of shares of common stock shown above to be outstanding after this offering is based on 14,734,190 shares outstanding as of September
28, 2023, and excludes, as of that date:
| |
● |
837,500
shares issuable upon exercise of outstanding warrants with a weighted average exercise price of $13.83; and |
| |
● |
Approximately
3,817,190 shares issuable upon exercise of outstanding options with a weighted average exercise price of $4.05. |
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of
the information contained or incorporated by reference in this prospectus, including the risk factors described in our Annual Report
on Form 10-K/A for the year ended June 30, 2023, before deciding whether to purchase the securities offered hereby. Our business, financial
condition, results of operations and prospects could be materially and adversely affected by these risks.
Risks
Related to our Common Stock and this Offering
You
will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.
Since
the offering price per share of our common stock being offered in this offering is substantially higher than the net tangible book value
per share of our common stock, you will suffer substantial dilution with respect to the net tangible book value of the common stock you
purchase in this offering. Based on the offering price per share of common stock being sold in this offering of $1.75, and our net tangible
(negative) book value per share of ($0.33) as of June 30, 2023, if you purchase shares of common stock in this offering, you will suffer
immediate and substantial dilution of $1.87 per share with respect to the net tangible book value of the common stock. See
the section entitled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase common stock
in this offering.
Management
will have broad discretion in determining how to use the proceeds of this offering.
Our
management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering
in ways our stockholders may not agree with or that do not yield a favorable return, if at all. We currently intend to use the net proceeds
from this offering for general corporate purposes, including general working capital purposes. If we do not invest or apply the proceeds
of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause the
market price of our common stock to decrease.
Additional
stock offerings in the future may dilute then existing stockholders’ percentage ownership of our company.
Given
our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common
stock or securities convertible or exercisable for shares of common stock. The issuance of additional securities in the future will dilute
the percentage ownership of then existing stockholders.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement 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 supplement 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/A filed with the SEC on September
29, 2023, 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.
USE
OF PROCEEDS
We
estimate that the net proceeds from this offering, after deducting placement agent fees and estimated offering expenses payable by us,
will be approximately $3.0 million.
We
intend to use the net proceeds from this offering for working capital and general corporate purposes.
As
of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this offering.
We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in using these proceeds.
Investors will be relying on our judgment regarding the use of the net proceeds from this offering. Pending the use of proceeds as described
above, we plan to invest the net proceeds that we receive in short-term and intermediate-term interest-bearing obligations, investment-grade
investments, certificates of deposit or direct or guaranteed obligations of the U.S. government. We cannot predict whether the invested
proceeds will yield a favorable return.
CAPITALIZATION
The
following table sets forth our cash, as well as our capitalization, as of June 30, 2023, as follows:
| |
● |
on
an actual basis; and |
| |
|
|
| |
● |
on
an as adjusted basis, giving effect to the sale by us of 1,885,715 shares of common stock in this offering at the offering price
of $1.75 per share, after deducting the placement agent fees and other estimated offering expenses payable by us. |
You
should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and our financial statements for the year ended June 30, 2023, and the related notes thereto, included in our annual report on Form 10-K/A
for the year ended June 30, 2023 and incorporated by reference in this prospectus supplement.
| | |
Actual | | |
As Adjusted | |
| Cash and cash equivalents | |
$ | 5,619,083 | | |
$ | 8,603,084 | |
| Total liabilities | |
$ | 13,054,575 | | |
$ | 13,054,575 | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, $0.001 par value: 20,000,000 shares authorized, 0 shares issued and outstanding | |
$ | 0 | | |
$ | 0 | |
| Common stock, $0.001 par value, 300,000,000 authorized shares, 14,701,929 shares issued and outstanding, actual, 16,857,644 shares issued and outstanding, as adjusted | |
$ | 14,702 | | |
$ | 16,588 | |
| Additional paid-in capital | |
$ | 67,854,108 | | |
$ | 70,836,223 | |
| Accumulated deficit | |
$ | (56,644,978 | ) | |
$ | (56,644,978 | ) |
| Total stockholders’ equity | |
$ | 11,223,832 | | |
$ | 14,207,833 | |
The
number of shares to be outstanding immediately after giving effect to this offering as shown above is based on 14,701,929 shares outstanding
as of June 30, 2023, and excludes, as of such date:
| |
● |
837,500
shares issuable upon exercise of outstanding warrants with a weighted average exercise price of $13.83; and |
| |
● |
3,741,523
shares issuable upon exercise of outstanding options with a weighted average exercise price of $3.96. |
DILUTION
If
you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the offering price
per share and the as adjusted net tangible book value per share of our common stock after this offering.
Our
net tangible (negative) book value as of June 30, 2023 was approximately ($4,925,000), or ($0.33) per share of common stock. Net tangible
negative book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of our shares
of common stock outstanding as of that date.
After
giving effect to the sale of the 1,885,715 shares of common stock in this offering at the offering price of $1.75 per share and after
deducting placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible (negative) book value as of
June 30, 2023 would have been approximately ($1,941,000) or ($0.12) per share of common stock. This represents an immediate increase
in net tangible book value of $0.21 per share to our existing stockholders and an immediate dilution in net tangible book value of $1.87
per share to the investors in this offering. The following table illustrates this dilution per share to the investor in this offering:
| Offering price per share | |
$ | 1.75 | |
| Historical net tangible (negative) book value per share as of June 30, 2023 | |
$ | (0.33 | ) |
| Increase in net tangible book value, as adjusted, per share attributable to this offering | |
$ | 0.21 | |
| As adjusted net tangible (negative) book value per share as of June 30, 2023, after giving effect to this offering | |
$ | (0.12 | ) |
| Dilution per share to new investors purchasing shares in this offering | |
$ | 1.87 | |
The
information above is based on 14,701,929 shares outstanding as of June 30, 2023, and excludes, as of such date:
| |
● |
837,500
shares issuable upon exercise of outstanding warrants with a weighted average exercise price of $13.83; and |
| |
● |
3,741,523
shares issuable upon exercise of outstanding options with a weighted average exercise price of $3.96. |
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
In
this offering, we are offering 1,885,715 shares of our common stock. The material terms and provisions of our common stock are described
under the caption “Description of Common Stock” beginning on page 3 of the accompanying prospectus.
PLAN
OF DISTRIBUTION
We
have entered into a securities purchase agreement with investors pursuant to which we will sell to such purchasers 1,885,715 shares of
common stock.
The
securities purchase agreement contains customary representations, warranties and covenants for transactions of this type.
We
engaged Kingswood Investments, division of Kingswood Capital Partners, LLC, to act as our placement agent for the offering pursuant to
a placement agency agreement dated September 28, 2023, to solicit offers to purchase the securities in this offering. The placement agent
is not purchasing or selling any of the securities we are offering, and it is not required to arrange the purchase or sale of any specific
number of securities or dollar amount, but has agreed to use reasonable best efforts to arrange for the sale of the securities.
The
placement agent proposes to arrange for the sale of the securities we are offering pursuant to this prospectus supplement to investors
through a securities purchase agreement directly between the purchasers and us. We established the price following negotiations with
the placement agent and prospective investors and with reference to the prevailing market price of our common stock, recent trends in
such price and other factors. We anticipate that the sale of the securities will be completed on the date indicated on the cover page
of this prospectus supplement, subject to customary closing conditions. On the closing date, the following will occur:
| |
● |
We
will receive funds in the amount of the aggregate purchase price; |
| |
|
|
| |
● |
The
placement agent will receive the placement agent fees; and |
| |
|
|
| |
● |
We
will deliver the securities to the investors. |
We
have agreed to pay the placement agent a cash fee of 7.0% of the gross proceeds the Company receives in the offering. We also agreed
to pay the placement agent up to $30,000 for its actual expenses in connection with the offering.
We
estimate the total expenses of this offering paid or payable by us, other than the placement agent fees and expense reimbursements, will
be approximately $55,000.
We
have agreed to indemnify the placement agent and specified other persons against certain liabilities relating to or arising out of the
placement agent’s activities under the placement agency agreement, including liabilities under the Securities Act, and to contribute
to payments that the placement agent may be required to make in respect of such liabilities.
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act and any fees received
by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. The placement agent will be required to comply with the requirements of the Securities Act and
the Exchange Act including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit
the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the placement agent may
not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or
attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed
their participation in the distribution.
From
time to time, the placement agent may provide in the future various advisory, investment and commercial banking and other services to
us in the ordinary course of business, for which it may receive customary fees and commissions.
LEGAL
MATTERS
The
validity of the securities being offered under this prospectus by us will be passed upon for us by Sichenzia Ross Ference Carmel LLP,
New York, New York. The placement agent is being represented by Lucosky Brookman LLP, New York, New York.
EXPERTS
The
financial statements of The Glimpse Group, Inc. as of and for the years ended June 30, 2023 and 2022 appearing in The Glimpse Group,
Inc.’s Annual Report on Form 10-K for the year ended June 30, 2023, as amended by our Form 10-K/A for the year ended June 30, 2023,
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
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, and other information with
the SEC. These reports, proxy statements and other information are available at the SEC’s website at http://www.sec.gov.
This
prospectus supplement and the accompanying prospectus are only part of a registration statement on Form S-3 that we have filed with the
SEC under the Securities Act and therefore omit certain information contained in the registration statement. We have also filed exhibits
and schedules with the registration statement that are excluded from this prospectus supplement and the accompanying prospectus, and
you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other
document. The registration statement, including the exhibits and schedules, without charge, are available at the SEC’s website.
We
also maintain a website at www.theglimpsegroup.com, through which you can access our SEC filings. The information set forth on our website
is not part of this prospectus supplement or the accompanying prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information that we file with them, 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 part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
The following documents are incorporated by reference and made a part of this prospectus:
| |
● |
Our
annual report on Form 10-K filed with the SEC on September 28, 2023, as amended by our annual report on Form 10-K/A filed with the
SEC on September 29, 2023; |
| |
|
|
| |
● |
The
description of our common stock which is contained in a Registration Statement on Form 8-A filed with the SEC on June 29, 2021 (File
No. 001-40556), including any amendment or report filed for the purpose of updating such description; and |
| |
|
|
| |
● |
all
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of this offering. |
Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC (including without limitation, information
furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by, reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by reference.
You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: 15 West 38th St, 12th Fl, New York,
NY 10018, (917) 292-2685.
$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.
The aggregate market value
of our outstanding common stock held by non-affiliates is $50,071,666 based on 13,593,734 shares of outstanding common stock,
of which 2,940,188 shares are held by affiliates, and a per share price of $4.70, which was the closing sale price of our common
stock as quoted on The Nasdaq Capital Market on November 8, 2022. Pursuant to General Instruction I.B.6
of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part with a value
of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the
aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar month period
that ends on, and includes, the date of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction
I.B.6 of Form S-3.
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 November 30,
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:
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The information in our Definitive Proxy Statement on
Schedule 14A
filed with the SEC on October 31, 2022; |
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Our
Annual Report on Form 10-K for the year ended June 30, 2022 as filed with the SEC on September 28, 2022; |
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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 |
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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. |
1,885,715
Shares of Common Stock
The
Glimpse Group, Inc.
PROSPECTUS
SUPPLEMENT
Kingswood
Investments, division of Kingswood Capital Partners, LLC
September
28, 2023
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