Attached files
As filed with the Securities and Exchange Commission on June 11, 2021
Registration No. 333-255049
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Glimpse Group, Inc.
(Exact Name of Registrant as specified in its charter)
| Nevada | 7371 | 81-2958271 | ||
| (State
or other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
15 West 38th St, 9th Fl
New York, NY 10018
917-292-2685
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lyron Bentovim
President & Chief Executive Officer
The Glimpse Group, Inc.
15 West 38th St, 9th Fl
New York, NY 10018
917-292-2685
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Darrin M. Ocasio, Esq. Jay Yamamoto, Esq. |
Andrew M. Tucker, Esq. Michael K. Bradshaw, Jr., Esq. | |
| Sichenzia Ross Ference LLP | Nelson Mullins Riley & Scarborough LLP | |
| 1185 Avenue of the Americas, 31st Fl | 101 Constitution Avenue, NW, Suite 900 | |
| New York, NY 10036 | Washington, D.C. 20001 | |
| Telephone: (212) 930-9700 | Telephone: (202) 689-2800 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer [ ] | Accelerated Filer [ ] |
| Non-Accelerated Filer [X] | Smaller Reporting Company [X] |
| Emerging Growth Company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) [ ]
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered(1) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||||
| Common stock, $0.001 par value per share | $ | 10,000,000 | (3) | $ | 1,091.00 | |||
| Warrants to be issued to the representative of the underwriters(4) | — | — | ||||||
| Common stock underlying warrants to be issued to the representative of the underwriters(5) | $ | 500,000 | 54.55 | |||||
| Total | $ | 10,500,000 | $ | 1,145.55 | (6) | |||
| (1) | Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price of any additional shares of common stock that the underwriters have the right to purchase to cover over-allotments. | |
| (3) | Includes 100,000 additional shares of common stock being sold to the underwriters by the selling stockholders. | |
| (4) | No registration fee required pursuant to Rule 457(g). | |
| (5) | We have agreed to issue to the representative of the underwriters warrants to purchase shares of common stock representing up to 5% of the common stock issued in the offering. The representative’s warrants are exercisable at a per share exercise price equal to 100% of the public offering price per share of the common stock offered hereby. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $500,000, which is equal to 100% of $500,000 (5% of $10,000,000). | |
| (6) | Previously Paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The Glimpse Group, Inc. is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-255049) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) The Exhibit Index preceding the signature page of this registration statement is incorporated herein by reference.
EXHIBIT INDEX
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
| II-1 |
*Filed Herewith
** Previously Filed
*** To be filed by Amendment
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 11th day of June, 2021.
| THE
GLIMPSE GROUP, INC. (Registrant) | ||
| By: | /s/ Lyron Bentovim | |
| Name: | Lyron Bentovim | |
| Title: | Chief Executive Officer and President (Principal Executive Officer) | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyron Bentovim and Maydan Rothblum, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments) to this registration statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any other regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to all intents and purposes as he himself might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Lyron Bentovim | Chief Executive Officer and President |
June 11, 2021 | ||
| Lyron Bentovim | (Principal Executive Officer) | |||
| /s/ Maydan Rothblum | Chief Financial Officer and Chief Operating | June 11, 2021 | ||
| Maydan Rothblum | Officer(Principal Financial Officer) | |||
| * | Chief Creative Officer and Director | June 11, 2021 | ||
| D.J. Smith | ||||
| * | Director | June 11, 2021 | ||
| Sharon Rowlands | ||||
| * | Director | June 11, 2021 | ||
| Jeff Enslin | ||||
| * | Director | June 11, 2021 | ||
| Lemuel Amen |
* Signed by Maydan Rothblum pursuant to the power of attorney signed by each individual and previously filed with this Registration Statement on May 14, 2021.
| II-3 |