UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2022
THE GLIMPSE GROUP, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-40556 | 81-2958271 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
15 West 38th St., 9th Fl
New York, NY 10018
(Address of principal executive offices) (Zip Code)
(917)-292-2685
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | VRAR | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
On May 16, 2022, The Glimpse Group, Inc. (the “Company”) issued a press release (the “Release”) announcing financial results for its fiscal third quarter and nine-month period ended March 31, 2022. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 7.01 Regulation FD Disclosure.
As disclosed in the Release, on May 16, 2022, at 4:30 p.m. EDT/1:30 p.m. PDT, the Company will host a conference call to discuss its financial results for its fiscal third quarter and nine-month period ended March 31, 2022. The webcast of the conference call will be archived on the Company’s website for approximately 90 days.
The information under this Item 7.01 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 16, 2022 | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 16, 2022
| THE GLIMPSE GROUP, INC. | ||
| By: | /s/ Lyron Bentovim | |
| Lyron Bentovim | ||
| Chief Executive Officer | ||
Exhibit 99.1
The Glimpse Group Reports Record Fiscal Third Quarter 2022 Financial Results
Fiscal Third Quarter Revenue Grows by 123% Year-over-Year to a Record $2.1 million, with Core Software & Services Revenue Growing by 176% Year-over-Year
9 Month Revenue Grows by 95% Year-over-Year to a Record $4.8 million, with Core Software & Services Revenue Growing by 171% Year-over-Year
NEW YORK, May 16, 2022 — The Glimpse Group, Inc. (NASDAQ: VRAR) (FSE: 9DR) (“Glimpse,” “The Glimpse Group” or the “Company”), a diversified Virtual Reality and Augmented Reality (“VR” and “AR”) platform company providing enterprise-focused VR and AR software & services solutions, announced financial results for its fiscal third quarter and nine-month period ended March 31, 2022 (“Q3 FY ‘22”, “9M FY ‘22”). The financial results for these periods include only two months of the Company’s recent acquisition of Sector 5 Digital (“S5D”), which closed on February 1, 2022.
Management Commentary by President & CEO Lyron Bentovim
Q3 FY ‘22 and 9M FY ‘22 were highlighted by:
| ● | Record 9M FY ‘22 revenue of approximately $4.8 million, a 95% increase compared to 9M FY’21. | |
| ● | Record 9M Core Software & Services revenue, which excludes project revenue, increased by 171% compared to 9M FY’21 and comprised approximately 60% of total revenue. | |
| ● | While our FY ‘Q3 period (January-March) has historically been the slowest quarter of the year, we achieved record quarterly revenue of approximately $2.1 million for Q3 FY’ 22, a 21% increase compared to our previous record achieved in Q2 FY’22 (Oct-Dec ‘21) and a 121% increase compared to Q3 FY’21. Including S5D, revenues would have been approximately $2.3 million for the full Q3 FY ‘22. | |
| ● | Record 3-month Core Software & Services revenue, which excludes project revenue, increased by 176% compared to Q3 FY ‘21 and comprised approximately 58% of total revenue. | |
| ● | As per our pro forma 8K/A filing on April 6, 2022, the combined revenue for Glimpse and S5D for the 6-month period ended December 30, 2021 was approximately $5.0 million. As per the proforma included in the footnotes of our current financial statements, the combined revenue for Glimpse and S5D for the 9-month period ended March 31, 2022 was approximately $7.3 million. | |
| ● | Gross margin remains robust at over 80%, a direct result of the growth in our Core Software & Services revenue and our efficient operating structure. | |
| ● | Post the S5D acquisition and internal growth, with our revenue base, 150 VR and AR software developers, engineers, 3D artists and business professionals, as well as 7 issued patents, we believe that we are one of the largest independent VR&AR software and services companies. | |
| ● | The Company’s cash position as of March 31, 2022 was approximately $20 million, including $2 million held in escrow for potential future performance payments relating to the S5D acquisition. We have a clean capital structure with no debt, no convertible debt, no preferred equity or any material obligations. | |
| ● | We have a highly variable cost structure (approximately 85% of expenses are labor related) and a controlled annual net cash burn rate of approximately $3-4 million expected for calendar year ‘22, which is well below our cash balance. We constantly monitor macroeconomic developments, our customers, revenue pipeline and operations, and maintain the flexibility to adjust our expense structure if needed. |
Recent Partnerships & Growth
During the quarter and subsequently, we continued to gain new partners and customers for our AR and VR Enterprise focused software and services. A few examples:
| ● | Entered into new paid customer agreements with several Fortune 500 companies. While we cannot name these currently and these are initial contracts, they add to our existing cadre of top tier global customers across industries, further demonstrate our capabilities and ability to deliver to global enterprises and have the potential for significant growth. | |
| ● | Renewed annual customer contracts with several existing customers. | |
| ● | We believe that Non Fungible Tokens (NFTs) and blockchain technologies will be important elements of transacting and value creation in the Metaverse. To that end, we continue to develop these capabilities internally and announced a paid partnership with The Commission, an Ethereum (ETH) blockchain decentralized finance (DeFi) company and creator of The Commission Token ($CMSN), one of the first digital assets principally backed by gold, for the development of multiple 3D AR-based NFTs. | |
| ● | In parallel to our organic growth, we continue to explore acquisitions and are in discussions with several potential targets. While there is no guarantee that these will materialize, we do expect to complete additional acquisitions during this calendar year. As demonstrated previously, we strive to structure acquisitions intelligently, primarily performance based, accretive and in full alignment with our long term operational and strategic goals. |
Recent Operational Highlights
| ● | Closed the accretive acquisition of Sector 5 Digital (“S5D”), the largest Glimpse acquisition to date, approximately doubling our revenues. The acquisition closed on February 1, 2022 and the integration is substantially complete. Approximately 70% of the potential future acquisition proceeds are based on the achievement of significant revenue milestones over the next three years, with payments that are primarily equity based (with a floor issuance price of $7.00/share). | |
| ● | Expanded our global footprint with the launch of Glimpse Israel, the Company’s 4th operating location after the U.S., Turkey and Australia as an integral part of our international expansion into global hubs for technology, innovation and bringing our solutions to these markets. | |
| ● | In collaboration with Bollè and M7 Innovations, Glimpse subsidiary company QReal won best use of technology in the Modern Retail Awards 2021 for Augmented Reality Campaigns. The campaign saw commercial results that led to significant interactions with the 3D products as well as a strong increase in sales growth (18 million interactions with the 3D products on Tilly’s.com during the first 30 days and a 313.6% increase in year over year sales). |
Recent Executive and Board Expansion
| ● | Appointed Ian Charles to our Board of Directors as an independent director and Chair of our Audit Committee. Ian is a strategic CFO with nearly 25 years of executive leadership experience in scaling software companies, as well as experience in public markets, mergers and acquisitions and multinational operations. | |
| ● | With the development of the immersive industries, we believe that this is the proper time to strengthen the Glimpse brand, marketing and digital strategies at the corporate level and across our subsidiary companies. To help achieve this, we appointed James Watson as Chief Marketing Officer (CMO). James is a 20+ year technology marketing veteran with significant immersive technology experience who has spent the last 10 years developing award winning marketing programs across the VR & AR sectors with leading global companies. |
Recent IP Growth
We continued to add to our Intellectual Property portfolio. During this quarter, Glimpse was issued:
| ● | 6th U.S. Patent for presenting a simulated reality adaptive user space. | |
| ● | 7th U.S. Patent for a cross platform virtual reality system allowing for simultaneous interaction across viewing platforms. |
We have several more patents in process and view our patents as forward looking, with significant potential and importance when the immersive industry matures.
Summary
We continue to demonstrate high growth and prudent operational execution against our long-term growth strategy to become the premier immersive technology software and services company. While still early in the growth cycle of the immersive industry, through strong organic growth, select accretive acquisitions, new customer traction and partnership engagements, recognition by industry leaders and cutting-edge IP, Glimpse is well positioned to continue on its path of becoming a leader in the enterprise VR and AR software and services space.
Looking ahead, despite heightened uncertainty in the global markets, given our strong balance sheet, variable expense base and unique diverse platform model, we believe that Glimpse is in a position of strength to weather the storm, capitalize on the many significant opportunities and achieve long-term sustainable growth.
Q3 FY’22 and 9M FY ‘22 Financial Summary (inclusive of S5D financials for February and March 2022 only):
| ● | Total revenue for the three months ended March 31, 2022 was approximately $2.1 million compared to approximately $0.9 million for the three months ended March 31, 2021, an increase of 123%. Total revenue for the nine months ended March 31, 2022 was approximately $4.8 million compared to approximately $2.4 million for the nine months ended March 31, 2021, an increase of 95%. The increase for both periods reflect the addition of S5D, organic growth and the addition of new customers. | |
| ● | For the three months ended March 31, 2022, Software Services revenue was approximately $1.9 million compared to approximately $0.8 million for the three months ended March 31, 2021, an increase of approximately 156%. For the nine months ended March 31, 2022, Software Services revenue was approximately $4.3 million compared to approximately $2.1 million for the nine months ended March 31, 2021, an increase of approximately 104%. The increase for both periods reflect the addition of S5D, organic growth and the addition of new customers. | |
| ● | For the three months ended March 31, 2022, Software License revenue was approximately $0.1 million compared to approximately $0.2 million for the three months ended March 31, 2021, a decrease of approximately 24%, reflecting a difference in timing of renewals. For the nine months ended March 31, 2022, Software License revenue was approximately $0.4 million compared to approximately $0.3 million for the nine months ended March 31, 2021, an increase of approximately 39%. As the VR and AR industries continue to mature, we expect our Software License revenue to continue to grow on an absolute basis and as an overall percentage of total revenue. |
| ● | For the three months ended March 31, 2022, non-project revenue (i.e., VR/AR Software and Services revenue only), was approximately $1.2 million compared to approximately $0.4 million for the three months ended March 31, 2021, an increase of approximately 176%. For the three months ended March 31, 2022, non-project revenue accounted for approximately 58% of total revenues compared to approximately 47% for the three months ended March 31, 2021. For the nine months ended March 31, 2022, non-project revenue (i.e., VR/AR Software and Services revenue only), was approximately $2.9 million compared to approximately $1.1 million for the nine months ended March 31, 2021, an increase of approximately 171%. For the nine months ended March 31, 2022, non-project revenue accounted for approximately 61% of total revenues compared to approximately 44% for the nine months ended March 31, 2021. | |
| ● | Gross profit was approximately 82% for the three months ended March 31, 2022 compared to approximately 36% for the three months ended March 31, 2021. Gross profit was approximately 85% for the nine months ended March 31, 2022 compared to approximately 48% for the nine months ended March 31, 2021. The increase for both periods was driven by the increase in non-project revenue which produces higher margin, improved management of project revenue costs of goods sold and utilization of lower cost Glimpse Turkey staff. As previously mentioned, we expect overall Gross profit to decrease from this level to a normalized 65%-75% range. | |
| ● | Operating expenses for the three months ended March 31, 2022 were approximately $4.1 million compared to $1.6 million for the three months ended March 31, 2021, an increase of approximately 157%. Operating expenses for the nine months ended March 31, 2022 were approximately $9.4 million compared to $4.4 million for the nine months ended March 31, 2021, an increase of approximately 116%. The increase for both periods was driven by employee headcount additions to support growth, the incurrence of expenses specific to Glimpse being a publicly traded company and the addition of three new subsidiary companies. | |
| ● | We sustained a net loss of $1.8 million for the three months ended March 31, 2022 as compared to a net loss of $1.2 million for the prior 2021 period, a loss increase of $0.5 million or 42%. Net loss for the nine months ended March 31, 2022 was $5.0 million as compared to a net loss of $3.2 million for the prior 2021 period, a loss increase of $1.7 million or 53%. This represents operating expense growth outpacing revenue and related gross profit. This reflects current expense outlays in all areas to propel future growth, including the acquisition of three new subsidiary companies. | |
| ● | Net cash used in operating activities was $3.7 million for the nine months ended March 31, 2022, compared to $1.0 million during the prior period, an increase of approximately $2.7 million. This is primarily driven by an increase in net loss of approximately $1.7 million, an increase in accounts receivable reflective of increased revenue period-over-period and payment of performance related bonuses. | |
| ● | For the three months ended March 31, 2022 Adjusted EBITDA loss of approximately $1.1 million increased by $0.6 million as compared to a $0.5 million loss for the three months ended March 31, 2021. Adjusted EBITDA loss of approximately $2.5 million for the nine months ended March 31, 2022 increased by $1.7 million as compared to a $0.8 million loss for the nine months ended March 31, 2021. | |
| ● | The Company’s cash position was approximately $18.0 million as of March 31, 2022. In addition, there was $2.0 million cash held in escrow for contingent consideration of the S5D acquisition, payable upon achievement of S5D performance targets (refundable to Glimpse if targets not achieved). | |
| ● | The Company has a clean capital structure, with no convertible debt, preferred equity or material obligations. |
Fiscal Third Quarter 2022 Conference Call and Webcast
Date: Monday, May 16, 2022
Time: 4:30 p.m. Eastern time
Dial-in: +1 669 900 6833
Meeting ID: 93443898934
Passcode: 852862
Webcast Registration: https://audience.mysequire.com/webinar-view?webinar_id=6af77089-93b0-4579-a946-5d0cd165e133
Please dial in at least 10 minutes before the start of the call to ensure timely participation.
A replay will be available for at least 90 days using the dial-in information and webcast link above or on The Glimpse Group Investor Relations website at https://ir.theglimpsegroup.com/.
Note about Non-GAAP Financial Measures
A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.
In addition to financial results presented in accordance with GAAP, this press release presents adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is determined by taking net loss and adding interest, taxes, depreciation, amortization and stock-based compensation expenses. The company believes that this non-GAAP measure, viewed in addition to and not in lieu of net loss, provides useful information to investors by providing a more focused measure of operating results. This metric is an integral part of the Company’s internal reporting to evaluate its operations and the performance of senior management. A reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measure, is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.
About The Glimpse Group, Inc.
The Glimpse Group (NASDAQ: VRAR) (FSE: 9DR) is a diversified Virtual and Augmented Reality platform company, comprised of multiple VR and AR software & services companies, and designed with the specific purpose of cultivating companies in the emerging VR/AR industry. Glimpse’s unique business model simplifies challenges faced by VR/AR companies and creates a robust ecosystem, while simultaneously providing investors an opportunity to invest directly into the emerging VR/AR industry via a diversified platform. For more information on The Glimpse Group, please visit www.theglimpsegroup.com
Safe Harbor Statement
This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This press release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All forecasts are provided by management in this release are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, the forecasts are entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Company Contact:
Maydan Rothblum
CFO & COO
The Glimpse Group, Inc.
(917) 292-2685
maydan@theglimpsegroup.com
Investor Relations:
Mark Schwalenberg, CFA
Director
MZ Group – North America
312-261-6430
Glimpse@mzgroup.us
www.mzgroup.us
THE GLIMPSE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
As of March 31, 2022 (Unaudited) | As of June 30, 2021 (Audited) | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 18,043,040 | $ | 1,771,929 | ||||
| Investments | 242,160 | - | ||||||
| Accounts receivable | 1,366,428 | 626,244 | ||||||
| Contract assets | 26,791 | 29,512 | ||||||
| Pre-offering costs | - | 470,136 | ||||||
| Acquisition deposit | 2,000,000 | - | ||||||
| Prepaid expenses and other current assets | 562,106 | 281,047 | ||||||
| Total current assets | 22,240,525 | 3,178,868 | ||||||
| Equipment, net | 236,097 | 42,172 | ||||||
| Note receivable | 250,000 | - | ||||||
| Other assets | 48,000 | - | ||||||
| Intangible assets, net | 3,371,842 | - | ||||||
| Goodwill | 13,155,723 | - | ||||||
| Total assets | $ | 39,302,187 | $ | 3,221,040 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Accounts payable | $ | 392,006 | $ | 381,510 | ||||
| Accrued liabilities | 203,878 | 168,745 | ||||||
| Accrued bonuses | - | 440,357 | ||||||
| Contingent consideration for acquisition, current portion | 2,060,300 | - | ||||||
| Accrued legacy acquisition expense | - | 1,250,000 | ||||||
| Contract liabilities | 563,949 | 98,425 | ||||||
| Total current liabilities | 3,220,133 | 2,339,037 | ||||||
| Long term liabilities | ||||||||
| Paycheck Protection Program loan | - | 623,828 | ||||||
| Convertible promissory notes, net | - | 1,429,953 | ||||||
| Contingent consideration for acquisition, net of current portion | 7,108,900 | - | ||||||
| Total liabilities | 10,329,033 | 4,392,818 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred Stock, par value $0.001 per share, 20 million shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common Stock, par value $0.001 per share, 300 million shares authorized; 12,742,773 and 7,579,285 issued and outstanding | 12,743 | 7,580 | ||||||
| Additional paid-in capital | 56,059,587 | 20,936,050 | ||||||
| Accumulated deficit | (27,099,176 | ) | (22,115,408 | ) | ||||
| Total stockholders’ equity (deficit) | 28,973,154 | (1,171,778 | ) | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 39,302,187 | $ | 3,221,040 | ||||
THE GLIMPSE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | ||||||||||||||||
| Software services | $ | 1,922,950 | $ | 747,151 | $ | 4,340,863 | $ | 2,126,025 | ||||||||
| Software license/software as a service | 129,378 | 167,628 | 424,000 | 308,526 | ||||||||||||
| Total Revenue | 2,052,328 | 914,779 | 4,764,863 | 2,434,551 | ||||||||||||
| Cost of goods sold | 370,499 | 594,591 | 728,140 | 1,277,907 | ||||||||||||
| Gross Profit | 1,681,829 | 320,188 | 4,036,723 | 1,156,644 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | 1,912,329 | 669,007 | 4,092,203 | 1,994,523 | ||||||||||||
| General and administrative expenses | 1,291,904 | 635,356 | 3,268,742 | 1,343,966 | ||||||||||||
| Sales and marketing expenses | 854,098 | 278,096 | 2,024,462 | 1,012,851 | ||||||||||||
| Total operating expenses | 4,058,331 | 1,582,459 | 9,385,407 | 4,351,340 | ||||||||||||
| Net loss from operations before other income (expense) | (2,376,502 | ) | (1,262,271 | ) | (5,348,684 | ) | (3,194,696 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Forgiveness of Paycheck Protection Program loan | 623,828 | 548,885 | 623,828 | 548,885 | ||||||||||||
| Other income | - | - | - | 10,000 | ||||||||||||
| Interest income | 1,061 | 225 | 20,818 | 1,111 | ||||||||||||
| Interest expense | - | (1,562 | ) | - | (98,436 | ) | ||||||||||
| Loss on conversion of convertible notes | - | (515,464 | ) | (279,730 | ) | (515,464 | ) | |||||||||
| Total other income (expense), net | 624,889 | 32,084 | 364,916 | (53,904 | ) | |||||||||||
| Net Loss | $ | (1,751,613 | ) | $ | (1,230,188 | ) | $ | (4,983,768 | ) | $ | (3,248,600 | ) | ||||
| Basic and diluted net loss per share | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.44 | ) | $ | (0.45 | ) | ||||
| Weighted-average shares used to compute basic and diluted net loss per share | 12,604,315 | 7,387,885 | 11,394,381 | 7,157,762 | ||||||||||||
THE GLIMPSE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (4,983,768 | ) | $ | (3,248,600 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization and depreciation | 281,641 | 18,162 | ||||||
| Amortization of paid-in kind common stock interest on convertible notes | - | 98,436 | ||||||
| Common stock and stock option based compensation for employees and board of directors | 2,102,271 | 2,241,907 | ||||||
| Issuance of common stock to vendors as compensation | 162,895 | 94,251 | ||||||
| Loss on conversion of convertible notes | 279,730 | 515,464 | ||||||
| Forgiveness of Paycheck Protection Program loan | (623,828 | ) | (548,885 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (328,582 | ) | (121,316 | ) | ||||
| Pre-offering costs | 470,136 | - | ||||||
| Prepaid expenses and other current assets | (423,010 | ) | (29,080 | ) | ||||
| Contract assets | (5,082 | ) | 123,011 | |||||
| Other assets | (48,000 | ) | - | |||||
| Accounts payable | (80,164 | ) | (71,244 | ) | ||||
| Accrued liabilities | (58,014 | ) | 16,047 | |||||
| Accrued bonuses | (440,357 | ) | - | |||||
| Contract liabilities | 14,418 | (125,573 | ) | |||||
| Net cash used in operating activities | (3,679,714 | ) | (1,037,420 | ) | ||||
| Cash flow from investing activities: | ||||||||
| Purchases of equipment | (166,928 | ) | (17,109 | ) | ||||
| S5D acquisition, net of cash acquired | (3,815,894 | ) | - | |||||
| S5D acquisition deposit | (2,000,000 | ) | - | |||||
| Asset acquisition | (300,000 | ) | - | |||||
| Purchase of investments | (242,160 | ) | - | |||||
| Net cash used in investing activities | (6,524,982 | ) | (17,109 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from initial public offering, net | 11,821,364 | - | ||||||
| Proceeds from securities purchase agreement, net | 13,578,400 | - | ||||||
| Proceeds from Paycheck Protection Program loan | - | 623,828 | ||||||
| Proceeds from convertible promissory notes | 1,475,000 | |||||||
| Proceeds from issuance of common equity to investors | - | 324,629 | ||||||
| Proceeds from exercise of stock options | 1,326,043 | - | ||||||
| Issuance of note receivable | (250,000 | ) | - | |||||
| Net cash provided by financing activities | 26,475,807 | 2,423,457 | ||||||
| Net change in cash and cash equivalents | 16,271,111 | 1,368,928 | ||||||
| Cash and cash equivalents, beginning of year | 1,771,929 | 1,034,846 | ||||||
| Cash and cash equivalents, end of period | $ | 18,043,040 | $ | 2,403,774 | ||||
| Non-cash Investing and Financing activities: | ||||||||
| Common stock issued for S5D acquisition | $ | 2,297,303 | $ | - | ||||
| Common stock issued for asset acquisitions | $ | 1,050,000 | $ | - | ||||
| Conversion of convertible promissory notes into common stock | $ | 1,606,176 | $ | 1,487,060 | ||||
| Contingent S5D acquisition consideration liability | $ | 9,169,200 | $ | - | ||||
| Issuance of warrants in connection with initial public offering | $ | 522,360 | $ | - | ||||
| Issuance of warrants in connection with securities purchase agreement | $ | 8,797,546 | $ | - | ||||
| Issuance of common stock for satisfaction of legacy acquisition liability | $ | 1,250,000 | $ | - | ||||
| Common stock issued to convertible note holders as additional compensation | $ | - | $ | 339,890 | ||||
| Common stock subscription receivable | $ | - | $ | 21,381 | ||||
The following table presents a reconciliation of net loss to Adjusted EBITDA for the three and nine months ended March 31, 2022 and 2021:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (in millions) | (in millions) | |||||||||||||||
| Net loss | $ | (1.75 | ) | $ | (1.23 | ) | $ | (4.98 | ) | $ | (3.25 | ) | ||||
| Interest expense, net | - | - | - | 0.10 | ||||||||||||
| Depreciation and amortization | 0.18 | 0.01 | 0.28 | 0.02 | ||||||||||||
| EBITDA (loss) | (1.57 | ) | (1.22 | ) | (4.70 | ) | (3.13 | ) | ||||||||
| Stock based compensation expenses | 0.96 | 0.75 | 2.27 | 2.34 | ||||||||||||
| Stock based financing related expenses | - | 0.52 | 0.28 | 0.52 | ||||||||||||
| Acquisition related expenses | 0.12 | - | 0.23 | - | ||||||||||||
| Forgiveness of PPP loans | (0.62 | ) | (0.55 | ) | (0.62 | ) | (0.55 | ) | ||||||||
| Adjusted EBITDA (loss) | $ | (1.11 | ) | $ | (0.50 | ) | $ | (2.54 | ) | $ | (0.82 | ) | ||||