Glimpse Group, Inc. 8-K

What Happened
Glimpse Group, Inc. announced on June 30, 2026 that it sold its wholly owned subsidiary Glimpse Learning, LLC to a newly formed buyer, Glimpse Learning, Inc. The transaction transfers the subsidiary’s business, assigned contracts, tangible assets and related intellectual property (including four U.S. patents) to the Buyer. As consideration, Glimpse Group received 1,999,999 shares of the Buyer (about a 19.99% fully diluted interest), ongoing royalty payments, and the Buyer’s assumption of specified liabilities. The Company also paid a $200,000 working-capital adjustment at closing. The transaction was disclosed in a press release dated July 7, 2026 and the company filed pro forma financial information reflecting the sale.

Key Details

• Sale date: June 30, 2026; press release filed July 7, 2026 (Exhibit 99.1).
• Consideration: 1,999,999 shares of Buyer (~19.99% fully diluted); royalty stream; Buyer assumes specified liabilities.
• Royalties: 7% of revenue collected by Buyer/Subsidiary from July 1–Dec 31, 2027; 10% of revenue on/after Jan 1, 2028; royalties stop when Glimpse Group receives $1,200,000 in aggregate.
• Buyout / Change of control: Buyer may buy out royalties on Dec 30, 2027 for $1,000,000 (less royalties paid); on a Change of Control or certain covenant breaches Buyer must pay Glimpse Group $1,200,000 minus royalties already paid within 60 days.
• Related-party note: Lyron Bentovim (former Glimpse CEO and Chair) owns ~50.6% of the Buyer and is a current ~5% beneficial owner of Glimpse Group; no other material relationships disclosed.
• Payments by Glimpse Group to Buyer: $58,000 due by Sep 30, 2026 and $18,000 each on Dec 1, 2026 and Mar 1, 2027.

Why It Matters
This is a disposition of an operating unit and related IP that moves Glimpse Group out of direct ownership of Glimpse Learning while retaining upside via an equity stake in the new Buyer and a capped royalty stream (up to $1.2M). The structure reduces ongoing operating responsibilities for Glimpse Group but leaves potential future revenue tied to the Buyer’s performance. The involvement of a former CEO as the majority owner of the Buyer is a relevant governance and related‑party detail investors may want to review. Pro forma financial statements reflecting the impact of the sale were filed with the 8‑K (Exhibit 99.2). Investors should read the attached Purchase Agreement and pro forma info for full terms and financial effects.