The Glimpse Group Sells Glimpse Learning Unit For 19.99% Equity Stake And Future Royalties

Master Purchase Agreement

 

On June 30, 2026, The Glimpse Group, Inc. (the "Company") entered into a Master Purchase Agreement (the "Purchase Agreement") with Glimpse Learning, Inc., a newly-formed Wyoming company (the "Buyer"), pursuant to which the Company agreed to sell to Buyer all of the issued and outstanding membership interests (the "Shares") in Glimpse Learning, LLC, a Nevada limited liability company and wholly owned subsidiary of the Company (the "Subsidiary"), together with certain assigned assets used exclusively in the Subsidiary’s business. Lyron Bentovim, the Company’s former President and Chief Executive Officer, former Chairperson of the Company’s Board of Directors, and current beneficial owner of approximately 5% of the Company’s outstanding common stock, is the largest shareholder of the Buyer owning approximately 50.6% of the Buyer’s outstanding common stock prior to entry into the Purchase Agreement. No other material relationships exist between the Company and the Buyer.

 

The purchase price for the Shares and assigned assets consists of: (i) the issuance to the Company of 1,999,999 shares of common stock of Buyer, representing a 19.99% equity interest in Buyer on a fully diluted basis; (ii) ongoing royalty payments as described below; and (iii) the assumption by Buyer of certain specified liabilities associated with the assigned assets. The purchase price of the Shares and assigned assets was determined by arm’s length negotiations between Buyer and the Company following Mr. Bentovim’s departure from the Company.

 

The assigned assets include: (a) certain technology, embodiments, and all intellectual property rights related thereto, including four U.S. patents and various software platforms and solutions; (b) business assets exclusively used in the business, including computers, office equipment, and other tangible personal property; and (c) all of the Company’s rights under assigned contracts exclusive to the business.

 

Under the Purchase Agreement, Buyer is obligated to pay the Company: (a) seven percent (7%) of all revenue collected by Buyer, the Subsidiary, or their affiliates from July 1, 2027 through December 31, 2027; and (b) ten percent (10%) of all revenue collected by Buyer, the Subsidiary, or their affiliates on or after January 1, 2028. Royalty payments will cease once the Company has received an aggregate of $1,200,000 in royalty payments. Buyer has the option, at its sole discretion, to buy out the royalty obligation on December 30, 2027, by paying the Company $1,000,000 in cash, less any royalty payments previously made. In the event of a Change of Control of Buyer (as defined in the Purchase Agreement) or upon a violation of certain covenants, Buyer is required to pay the Company an amount equal to $1,200,000 minus any royalty payments previously made, within 60 days of the occurrence of the Change of Control.

 

The Company has agreed to pay Buyer: (i) a revenue share payment of $58,000 on or before September 30, 2026, representing a portion of an invoice to the National Institutes of Health for services to be provided after closing; and (ii) payments of $18,000 each on December 1, 2026 and March 1, 2027. As an agreed working capital adjustment, the Company paid the Buyer $200,000 on June 30, 2026 in connection with the closing of the transaction.

 

The Purchase Agreement contains customary representations and warranties, covenants and agreements of the Company and Buyer. The representations and warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the Company or any of the parties to the Purchase Agreement.

 

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On July 7, 2026, the Company issued a press release announcing the above reference transaction. A Copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.