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Glimpse Group Inc

For the period ended Jun 30, 2024. Filed Sep 30, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Sep 30, 2024

BTLN$3.67+4.3%Stored close · as of Nov 10, 2026

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Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this Report:
(1)Financial Statements

See Index to Consolidated Financial Statements beginning on Page F-1 of this Report.

(2)Financial Statement Schedules

All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes.

(3)Exhibits

The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Report.

Exhibit No.Exhibit Description
3.1Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
3.2Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 23, 2021).
4.1Description of Securities.
10.1†Amended and Restated 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021),
10.2Assignment of Technology, Patent, & Intellectual Property Agreement dated as of May 1, 2019, between the Company, Adept Reality, LLC and Aquinas Learning, Inc. (incorporated by reference to Exhibit 10.3 of Amendment No. 3 to the Company’s Registration Statement filed with the SEC on June 14, 2021).
10.3Master Acquisition Agreement dated as of October 31, 2016, by and between the Company, Crafty Games, LLC and Foretell Studios, LLC (f.k.a. Dire Studios, LLC) (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to the Company’s Registration Statement filed with the SEC on June 14, 2021).
10.4Master Acquisition Agreement dated as of November 8, 2016, among the Company, KabaQ 3D Food Technologies, LLC and Alper Guler (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
10.5Agreement entered into as of June 12, 2017 by and among the Company, KabaQ 3D Food Technologies, LLC, Alper Guler and Caner Soyer (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
10.6†Employment Agreement dated May 13, 2021 by and between the Company and Lyron Bentovim (incorporated by reference to Exhibit 10.25 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
10.7†Employment Agreement dated May 13, 2021 by and between the Company and Maydan Rothblum (incorporated by reference to Exhibit 10.26 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
10.8†Employment Agreement dated May 13, 2021 by and between the Company and David J. Smith (incorporated by reference to Exhibit 10.27 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 14, 2021).
10.9†Executive Employment Agreement dated August 1, 2022 by and between the Company and Tyler Gates (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 2, 2022).
10.10Form of Immediately Exercisable Warrants (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021).
10.11Form of Warrants Exercisable after Six Months (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021).
10.12Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021).
10.13Membership Interest Sale Agreement between the Company and Sector 5 Digital, LLC, dated December 2, 2021 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 14, 2022).
10.14Agreement and Plan of Merger among the Company, Glimpse Merger Sub, LLC, the sellers thereto, the representative of sellers, and Brightline Interactive, LLC, dated May 25, 2022 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed with the SECon September 28, 2022).
10.15†Bentovim Option Agreement, dated February 15, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2023).
10.16†Rothblum Option Agreement, dated February 15, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2023).
10.17†Smith Option Agreement, dated February 15, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2023).
14.1Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Amendment No. 3 to the Registration Statement filed with the SEC on June 14, 2021).
16.1Letter to SEC regarding Change in Certifying Accountant, dated December 21, 2023 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023).
19.1Insider Trading Policy.
21.1List of Subsidiaries.
23.1Consent of Independent Registered Public Accounting Firm.
31.1Certification of Principal Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2Certification of Principal Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934, as amended.
97.1The Glimpse Group, Inc. Policy Relating to the Recovery of Erroneously Awarded Compensation.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)

† Indicates management contract or compensatory plan or arrangement.

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