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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): January 2, 2026
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., 12th Floor
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, par value $0.001 per share | VRAR | The Nasdaq Stock Market LLC |
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 8.01 Other Events.
As previously reported, on July 11, 2025, The Glimpse Group, Inc. (the “Company”) entered into an At-the-Market (“ATM”) Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc. (the “Agent”), as sales agent, pursuant to which the Company could offer and sell, from time to time through the Agent, up to $3,081,340 of shares of common stock of the Company, par value $0.001 per share (the shares of common stock to be sold pursuant to the Sales Agreement, the “Shares”). On November 21, 2025, the Sales Agreement was amended to increase the maximum amount of Shares the Company could offer and sell, from time to time through the Agent, from $3,081,340 to $3,502,910.
On January 2, 2026, the Sales Agreement was further amended to increase the maximum amount of Shares the Company may offer and sell, from time to time through the Agent, from $3,502,910 to $9,478,200. A copy of the amendment relating to the foregoing increase is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
No Shares under the ATM facility have been sold to date.
This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there by any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Sales Agreement, dated January 2, 2026, between The Glimpse Group, Inc. and WestPark Capital, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: January 7, 2026
| THE GLIMPSE GROUP, INC. | ||
| By: | /s/ Lyron Bentovim | |
| Lyron Bentovim | ||
| Chief Executive Officer | ||
Exhibit 10.1
January 2, 2026
The
Glimpse Group, Inc.
15 West 38th Street, 12th Floor
New York, New York 10018
Attention: Chief Financial Officer
Dear Mr. Rothblum:
Reference is made to the At-the-Market Sales Agreement, dated as of July 11, 2025, as amended on November 21, 2025 (as so amended, the “Sales Agreement”), between The Glimpse Group, Inc. (the “Company”) and WestPark Capital, Inc. (“WestPark”). This letter (this “Second Amendment”) constitutes an agreement between the Company and WestPark to amend the Sales Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the Sales Agreement.
1. The defined term “Agreement” in the Sales Agreement is amended to mean the Sales Agreement as amended by this Second Amendment.
2. The headnote of the Sales Agreement, which precedes the provisions of the Sales Agreement, is hereby amended by amending and restating the entirety of such headnote as follows:
“$9,478,200
Common Stock”
3. The Company and WestPark hereby agree that the date hereof shall be a Representation Date under the Sales Agreement and the Company shall file a Prospectus Supplement and deliver the deliverables pursuant to Sections 7(m) and 7(n) of the Sales Agreement within the time periods specified in the Sales Agreement.
4. Except as expressly set forth herein, all of the terms and conditions of the Sales Agreement shall continue in full force and effect after the execution of this Second Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.
5. This Second Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[Remainder of page intentionally left blank]
In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and WestPark, please sign in the space provided below, whereupon this Second Amendment shall constitute a binding amendment to the Sales Agreement as of the date indicated above.
| Very truly yours, | ||
| WESTPARK CAPITAL, INC. | ||
| By: | /s/ Frank Salvatore | |
| Name: | Frank Salvatore | |
| Title: | CRO | |
Accepted and Agreed:
| THE GLIMPSE GROUP, INC. | ||
| By: | /s/ Maydan Rothblum | |
| Name: | Maydan Rothblum | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
[Signature Page to The Glimpse Group, Inc.–WestPark Capital, Inc. Second Amendment to At-the-Market Sales Agreement]