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EX-23.1 - Glimpse Group, Inc.ex23-1.htm
EX-5.1 - Glimpse Group, Inc.ex5-1.htm
EX-3.2 - Glimpse Group, Inc.ex3-2.htm

 

As filed with the Securities and Exchange Commission on June 23, 2021

 

Registration No. 333-255049

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 5 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  $14,087,500(3)  $1,536.95 
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)  $704,375    76.85
Total  $14,791,875   $1,613.80(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 $704,375 which is equal to 100% of $704,375 (5% of $14,087,500).
  (6)

$1,145.55 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.

 

 

 

 
 

 

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

June 23, 2021

 

1,750,000 Shares of Common Stock

 

 

The Glimpse Group, Inc.

 

 

 

This is the initial public offering of 1,750,000 shares of common stock of The Glimpse Group, Inc.

 

Prior to this offering, there was no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $6.00 and $8.00. We have applied to list our shares of common stock for trading on the Nasdaq Capital Market, subject to official notice of issuance, under the symbol “VRAR”. Completion of this offering is contingent on the approval of our listing application for trading on the Nasdaq Capital Market.

 

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

 

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

    Per Share    Total 
Initial public offering price  $   $ 
Underwriting discounts and commissions(1)  $   $ 
Proceeds, before expenses, to us  $   $ 
Proceeds, before expenses, to the selling stockholders  $    $  

 

  (1) The underwriters will also be reimbursed for certain expenses incurred in the offering. “Underwriting (Conflicts of Interest)” contains additional information regarding underwriter compensation.

 

We have granted to the underwriters an option to purchase up to 262,500 additional shares of common stock to cover overallotments, if any, exercisable at any time until 45 days after the date of this prospectus.

 

The selling stockholders identified in this prospectus are selling to the underwriters 100,000 shares of common stock at the initial public offering price less the underwriting discounts and commissions. We will not receive any of the proceeds from the sale of any shares of common stock by the selling stockholders upon any such exercise.

 

The underwriters expect to deliver the securities to purchasers in the offering on or about          , 2021.

 

EF HUTTON

 

division of Benchmark Investments, LLC

 

The date of this prospectus is                   , 2021

 

 
 

 

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY 1
THE OFFERING 5
SELECTED SUMMARY FINANCIAL DATA 8
RISK FACTORS 10
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 25
USE OF PROCEEDS 27
DIVIDEND POLICY 27
CAPITALIZATION 28
DILUTION 29
SELECTED CONSOLIDATED AND OTHER FINANCIAL DATA 31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 34
BUSINESS 44
MANAGEMENT 52
EXECUTIVE COMPENSATION 56
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND SELLING STOCKHOLDERS 59
DESCRIPTION OF SECURITIES 60
SHARES ELIGIBLE FOR FUTURE SALE 62
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 64
UNDERWRITING (CONFLICTS OF INTEREST) 68
LEGAL MATTERS 76
EXPERTS 76
WHERE YOU CAN FIND ADDITIONAL INFORMATION 76
FINANCIAL INFORMATION F-1

 

You should rely only on the information contained in this prospectus or in any free writing prospectuses or amendments thereto that we may provide to you in connection with this offering. Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or in any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we, the selling stockholders nor any of the underwriters can provide assurance as to the reliability of any other information that others may give to you. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither we, the selling stockholders nor any of the underwriters are making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted.

 

ii
 

 

GENERAL MATTERS

 

All references to Glimpse, the “company,” “we,” “us” and “our” are references to The Glimpse Group, Inc.

 

Unless otherwise indicated, all references to “dollars,” “US$,” or “$” in this prospectus are to United States dollars.

 

Unless otherwise indicated or the context otherwise requires, all information in this prospectus assumes no exercise of the over-allotment option.

 

Unless otherwise indicated, all references to “GAAP” in this prospectus are to United States generally accepted accounting principles.

 

Information contained on our websites, including www.theglimpsegroup.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by prospective investors for the purposes of determining whether to purchase the units offered hereunder.

 

For investors outside the United States, neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 

USE OF MARKET AND INDUSTRY DATA

 

This prospectus includes market and industry data that has been obtained from publicly available and non-commissioned third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to those industries based on that knowledge). Management’s knowledge of such industries has been developed through its experience and participation in those industries. Although our management believes such information to be reliable, neither we nor our management have independently verified any of the data from third party sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. In addition, the underwriters have not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management. Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report survey or article is not incorporated by reference in this prospectus. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.” Neither we nor the underwriters have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, not is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus or in any free writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

TRADEMARKS

 

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks and trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

 

iii
 

 

 

PROSPECTUS SUMMARY

 

This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” beginning on page 10 and our financial statements and notes thereto that appear elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

 

COMPANY OVERVIEW

 

We are a Virtual (“VR”) and Augmented (“AR”) Reality platform company, comprised of a diversified group of wholly-owned and operated VR and AR companies, providing enterprise-focused software, services and solutions. We believe that we offer significant exposure to the rapidly growing and potentially transformative VR and AR markets, while mitigating downside risk via our diversified model and ecosystem.

 

We were incorporated as The Glimpse Group, Inc. in the State of Nevada, on June 15, 2016 and are headquartered in New York, New York. We currently own and actively operate nine wholly-owned subsidiary companies (“Subsidiary Companies”, “Subsidiaries”) as represented in the below organizational charts:

 

 

  

Name of Subsidiary  Date Acquired or Created  Ownership Percentage   Incorporation State
Adept Reality, LLC (dba Adept Reality Learning)  11/2016   100%  Nevada
Kabaq 3D Technologies, LLC (dba QReal)  11/2016   100%  Nevada
KreatAR, LLC (dba PostReality)  11/2016   100%  Nevada
Foretell Studios, LLC (dba Foretell Reality)  11/2016   100%  Nevada
In-It, VR LLC (dba Mezmos, in-active)  2/2017   100%  Nevada
D6 VR, LLC  6/2017   100%  Nevada
Immersive Health Group, LLC  10/2017   100%  Nevada
Number 9, LLC (dba Pagoni VR)  12/2017   100%  Nevada
Early Adopter, LLC  4/2018   100%  Nevada
MotionZone, LLC (in-active)  5/2018   100%  Nevada
Glimpse Group Yazilim ve ARGE Ticaret Anonim Sirketi (Glimpse Turkey)  3/2021   100%  Turkey

 

Our platform of VR/AR subsidiary companies, collaborative environment and diversified business model aims to simplify the challenges faced by entrepreneurs in the emerging VR/AR industry, potentially improving each subsidiary company’s ability to succeed, while simultaneously providing investors an opportunity to invest directly into the emerging VR/AR industry via a diversified infrastructure.

 

Leveraging our platform, we strive to cultivate and manage the business operations of our VR/AR subsidiary companies, with the goal of allowing each underlying company to better focus on mission-critical endeavors, collaborate with the other subsidiary companies, reduce time to market, optimize costs, improve product quality and leverage joint go-to-market strategies. Subject to operational, market and financial developments and conditions, we intend to carefully add to our current portfolio of subsidiary companies via a combination of organic expansion and/or outside acquisition.

 

The VR/AR industry is an early-stage technology industry with nascent markets. We believe that this industry has significant growth potential across verticals, may be transformative and that our diversified platform and ecosystem create important competitive advantages. Our subsidiary companies target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Branding/Marketing/Advertising, Retail, Financial Services, Food & Hospitality, Media & Entertainment and Social VR group meetings. We do not currently target direct-to-consumer VR/AR software or services, only business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”), and we are hardware agnostic.

 

The Glimpse Platform

 

We develop, commercialize and market innovative and proprietary VR/AR software products, solutions and intellectual property (“IP”). Our platform is currently comprised of nine wholly-owned subsidiary companies, each targeting different industry segments in a non-competitive, collaborative manner. Our experienced management and dynamic VR/AR entrepreneurs have deep domain expertise, providing the foundation for value-add-collaborations throughout our ecosystem.

 

Each of our subsidiary companies share operational, financial and IP infrastructure, facilitating shorter time-to-market, higher quality products, reduced development costs, fewer redundancies, significant go-to-market synergies and, ultimately, a higher potential for success for each subsidiary company. We believe that our collaborative platform is unique and necessary, especially given the early nature of the VR/AR industry. By offering technologies and solutions in various industry segments, we aim to reduce dependency on any one single subsidiary company, technology or industry segment.

 

 

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We believe that three core tenets enhance our probability of success: (1) our ecosystem of VR/AR companies, (2) diversification and (3) profitable growth.

 

  (1) Our ecosystem of VR/AR software and service companies provides significant benefits to each subsidiary company and our group as a whole. We believe that the most notable benefits are: (a) economies of scale, cost efficiencies and reduced redundancies; (b) cross company collaboration, deep domain expertise, IP and knowledge transfer; (c) superior product offerings; (d) faster time to market; (e) enhanced business development and sales synergies; and (f) multiple monetization paths. In an emerging industry that is lacking in infrastructure, we believe that our ecosystem provides a distinct competitive advantage relative to a single, standalone company in the industry.
     
  (2) By design, we incorporate multiple aspects of diversity to reduce the risks associated with an early stage industry, create multiple monetization venues and improve the probabilities of success. There is no single point of failure or dependency. This is created through: (a) ownership of numerous wholly-owned subsidiary companies operating in different industry segments; (b) targeting large industries with clear VR/AR use-cases; (c) developing and utilizing various technologies and IP; (d) expanding to different geographic technology centers in a hub model under our umbrella; and (e) across industries, having a wide array of customers and potential acquirers/investors.
     
  (3)

From our inception, we have prioritized achieving operational cash flow neutrality early in our life. This was an important factor that drove our strategy to: (a) focus on enterprise software and services, only onboarding companies that are generating revenues or clearly could in the short term; (b) target solutions that are based on use cases that have a clear return on investment (“ROI”) and can be effectively developed from existing technologies and hardware; and (c) centralize costs to reduce inefficiencies. By targeting cash flow neutrality, our goal is to minimize dilution and support greater independence from capital markets, thereby increasing resiliency and maximizing upside potential.

 

As part of our platform, we provide a centralized corporate structure, which significantly reduces general and administrative costs (financial, operational, legal & IP), streamlines capital allocation and helps in coordinating business strategies. This allows our subsidiary company general managers to focus their time and effort almost exclusively on the core software, product and business development activities relating to their subsidiary.

 

Additionally, aligned economic incentives encourage cross-Company collaboration. All of our employees own equity in our Company. The leadership team of each subsidiary company, in addition to their equity ownership in our Company, also have an economic interest in their particular subsidiary company. This economic interest is negotiated with lead management of a subsidiary company upon their joining of our Company, and typically ranges between 5-10% of the total net sale proceeds of the subsidiary and includes a three-year vesting schedule. Thus, there is benefit to them not only when their subsidiary company succeeds but also when any of the other subsidiaries succeeds, and when our Company as a whole succeeds. We believe that this ownership mechanism is a strong driver of cross-pollination of ideas and fosters collaboration. While each subsidiary company owns its own IP, our parent company currently owns 100% of each subsidiary company. In addition, there will be perpetual licensing agreements between our subsidiary companies, so that if a subsidiary company is divested, then the remaining subsidiaries, if utilizing the IP of a divested subsidiary company, will continue to retain usage rights post-divestiture.

 

Our ecosystem currently consists of the following nine active subsidiary companies:

 

1. Kabaq 3D Technologies, LLC (dba QReal): Creation of lifelike photorealistic 3D interactive digital models and experiences in AR
2. Adept Reality, LLC (dba Adept XR Learning): VR/AR solutions for higher education learning and corporate training
3.

KreatAR, LLC (dba PostReality): AR presentation tools for design, creation and collaboration

 

 

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4. D6 VR, LLC: VR/AR data visualization and data-analysis tools and collaboration for Financial Services and other data intensive industries
5. Immersive Health Group, LLC (IHG): VR/AR platform for evidence-based and outcome driven healthcare solutions
6. Foretell Studios, LLC (dba Foretell Reality): Customizable social VR platform for behavioral health, collaboration and soft skills training
7. Number 9, LLC (dba Pagoni VR): VR broadcasting solutions and environments for events, education, media & entertainment
8. Early Adopter, LLC (EA): AR/VR solutions for K-12 education
9.

Glimpse Group Yazilim ve ARGE Ticaret Anonim Sirketi (Glimpse Turkey): a development center in Turkey, primarily developing and creating 3D models for QReal

 

The VR and AR (XR) Markets

 

Virtual Reality (VR) fully immerses the user in a digital environment via a head mounted display (“HMD”), where the user is blocked out of their immediate physical environment. Augmented Reality (AR) is a less immersive experience, where the user views their immediate physical environment with digital images overlaid, via a phone, tablet or a dedicated HMD such as smart glasses. While distinct, VR and AR are related, utilize some similar underlying technologies and are expected to become increasingly interconnected - combined they are often referred to as Immersive Technology (XR).

 

VR and AR are emerging technologies, and the markets for them are still nascent. We believe that XR technologies and solutions have the potential to fundamentally transform how people and businesses interact, further enabling remote work, education and commerce. XR is also expected to increasingly interconnect with other emerging technologies such as artificial intelligence, computer vision, big data and crypto currencies. Additionally, HMD and telecommunication (5G) advancements have been driving vast improvements in capabilities and ease of use, while significantly reducing headset cost. As a result, market adoption has accelerated and is expected to continue. Leading technology companies such as Facebook, Apple, Microsoft, Google, Samsung, Sony and HP have been at the forefront of VR/AR hardware development and software infrastructure, while also increasing integration of their products with AR and VR capabilities.

 

Since Facebook released its first VR headset as a consumer product in 2016 (after its $2B+ acquisition of Oculus), successive iterations of it, as well as others, have become significantly lighter, more comfortable, lower priced, with higher resolution and increasingly wireless/mobile. With a standalone mobile headset, users no longer need an expensive gaming computer to power the headset and they also do not have a wire tethered to that computer restricting movement. These have facilitated easier corporate procurement and integration. The anticipated rollout of 5G should enable further improvement in user experience since with 5G, remote processing and heavier, real time applications become possible without noticeable visual lag, allowing for lighter, smaller, more comfortable HMDs with longer battery life.

 

Based on Artillery Intelligence’s market forecasts, the VR and AR markets are forecasted to grow 31% in 2021 to over $9 billion, expanding at a 39% Compound Annual Growth Rate (CAGR) over the next three years, exceeding $35 billion by 2023. In particular, VR and AR enterprise software – the segment we are focused on – is projected to grow 59% in 2021 and expand at a 55% CAGR to more than $10 billion in 2023.

 

 

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Business Development and Sales

 

We utilize a hybrid approach to the sales and distribution of our software products and services.

 

At our subsidiary company level, each company has its own business development and sales team, the size of which depends on its stage of development. Each subsidiary company’s general manager is responsible for business development, and as the subsidiary gains market traction, its business development and sales team are expanded as needed.

 

Our subsidiary companies’ business development and sales teams are enhanced by the shared resources and influence of our ecosystem. Our management takes an active role in the business development activities of each subsidiary company and in the overall development and integration of sale strategies, goals and budgets. As an integral part of the business development and sales processes, each subsidiary company’s general manager is very familiar with the product offerings of other subsidiary companies and leverages those into his or her own efforts when appropriate. This leads to substantial cross marketing collaboration.

 

We believe that a subsidiary company’s ability to demonstrate to potential customers scale as part of our ecosystem of companies, combined with our subsidiary’s ability to offer its products and solutions as well as those of our other subsidiary companies in an integrated manner, represents a key competitive advantage. We believe our customers often view us as a “one-stop-shop” for all their VR/AR needs and an expert in the emerging VR/AR space.

 

We and our subsidiary companies continue to develop a shared partner ecosystem to further scale business and expand our solutions into new and existing target markets.

 

Platform Expansion and Diversification Strategy

 

As described above in “The VR and AR (XR) Markets,” the VR/AR software and services industries are highly fragmented. There are numerous potential acquisition targets that, while having established a niche market position, product or technology, have limited resources and ability to pursue growth initiatives. We intend to leverage our position and relative scale in the industry in order to continue to add to our platform both earlier stage companies and technologies and, subject to the availability of capital and appropriate targets, more mature companies. Beyond the expected financial impact of each such potential addition, these could also enhance our ecosystem, technology, scale and competitive position. These potential acquisitions may be domestic or international. If there is sufficient scale in a certain geographic location (beyond our current NYC headquarters), then a new hub may be established in such location, with several subsidiary companies operating in that hub, under the overall Glimpse umbrella.

 

Employees

 

We currently have approximately 50 full time employees and consultants, primarily software developers, engineers and 3D artists.

 

Corporate Information

 

The Glimpse Group, Inc. was originally incorporated in the State of Nevada on June 15, 2016. Our principal business address is 15 West 38th St, 9th Fl, New York, NY 10018.

 

Information contained on our websites, including www.theglimpsegroup.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by prospective investors for the purposes of determining whether to purchase the units offered hereunder.

 

 

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The Offering

 

Common Stock offered by us   1,650,000 shares of common stock (or 1,912,500 shares if the underwriters exercise their over-allotment option in full).
     
Common Stock offered by the selling stockholders   100,000 shares of common stock.
     
Common Stock to be outstanding immediately after this offering   9,551,902 shares (or 9,814,402 shares if the underwriters exercise their over-allotment option in full).
     
Option to purchase additional shares:   We have granted the underwriters a 45-day option to purchase up to 262,500 additional shares of our common stock (equal to 15% of the number of shares of common stock sold in the offering), from us.
     
Use of proceeds  

Based on an assumed initial public offering price of $7.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), we expect to receive gross proceeds of $11.55 million, and net proceeds of $10.1 million after payment of commissions and expenses (or gross proceeds of $13.4 million and net proceeds of $11.8 million if the over-allotment option is exercised in full). We intend to use the net proceeds from this offering for general working capital purposes, including the growth and development of our existing subsidiaries and taking advantage of potential strategic opportunities through acquisition of other assets or subsidiaries, although no such acquisitions are currently identified.

 

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

 

The principal purposes of this offering are to increase our capitalization and financial flexibility, facilitate an orderly distribution of shares for the selling stockholders, create a public market for our common stock, and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies. At this time, we do not have agreements or commitments to enter into any material acquisitions.

 

See “Use of Proceeds” on page 27 for a more complete description of the intended use of proceeds from this offering.

     
Dividend Policy   Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors, or the Board, out of funds legally available. We have not paid any dividends since our inception, and, except for the future discretionary distributions described in the section entitled “Dividend Policy” of this prospectus, we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. For further information see section entitled “Dividend Policy” of this prospectus.
     
Voting Rights   Each share of common stock will entitle its holder to one vote on all matters to be voted on by stockholders. See “Description of Securities.”
     
Risk Factors   Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 10 of this prospectus before deciding whether or not to invest in our securities.

 

 

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Conflicts of Interest   Affiliates of associated persons of EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital Markets, division of Benchmark Investments, LLC (“EF Hutton”) will own in excess of 10% of our issued and outstanding common stock. Because EF Hutton is an underwriter in this offering, it is deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Due to certain of these conflicts of interest, Rule 5121 requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. R.F. Lafferty & Co., Inc. has agreed to act as a qualified independent underwriter for this offering. R.F. Lafferty & Co., Inc. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify R.F. Lafferty & Co., Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act.
     

Proposed Nasdaq

Ticker Symbol

  We have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRAR”. There can be no assurance that our application will be approved. The closing of this offering is contingent upon the successful listing of our common stock on the Nasdaq Capital Market.

 

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

 

  gives effect to the consummation of this offering;
     
  assumes the shares of common stock are offered at $7.00 per share (the midpoint of the price range listed on the cover page of this prospectus);
     
  Excludes 4,749,699 shares issuable upon exercise of outstanding options;
     
 

excludes 5,250,301 shares reserved for issuance under The Glimpse Group Inc. 2016 Incentive Plan, as amended; and

     
  assumes no exercise by the underwriters of their overallotment option.

 

Selected Risks Associated With Our Business

 

Our business is subject to numerous risks described in the section entitled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include:

 

  We are an early stage technology company;
  Health epidemics have had, and could in the future have, an adverse impact on our business, operations, and the markets and communities in which we, our partners and customers operate;
 

We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability;

 

We may not be successful in raising additional capital necessary to meet expected increases in working capital needs and we may not be able to continue our business operations;

  Our market is competitive and dynamic and new competing products and services could be introduced at any time that could result in reduced profit margins and loss of market share;
  Our plans for growth will place significant demands upon our resources and if we are unsuccessful in achieving our plan for growth, our business could be harmed;

 

 

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  We have material customer concentration, with a limited number of customers accounting for a material portion of our 2020 and 2021 revenues;
  We anticipate our products and technologies will require ongoing research and development and we may experience technical problems or delays and may not have the funds necessary to continue their development, which could lead our business to fail;
  Our success depends on our ability to anticipate technological changes and develop new and enhanced products and services;
  We place significant decision making powers with our subsidiaries’ management, which presents certain risks that may cause the operating results of individual subsidiaries to vary;
  The failure to attract, hire, retain and motivate key personnel could have a significant adverse impact on our operations;
  Our financial results may fluctuate substantially for many reasons, and past results should not be relied on as indications of future performance;
  Our centralized management will have significant discretion over directing our resources and if management does not allocate resources effectively, our business, financial condition or result of operations could be harmed;
  Competitive pricing pressure may reduce our gross profits and adversely affect our financial results;
  Our future growth depends on our ability to attract, retain customers, and the loss of existing customers, or failure to attract new ones, could adversely impact our business and future prospects;
  The continued operation of our business depends on the performance and reliability of the Internet, mobile networks, and other infrastructure that is not under our control;
  If we do not make our platforms, including new versions or technology advancements, easier to use or properly train customers on how to use our platforms, our ability to broaden the appeal of our products and services and to increase our revenue could suffer;
  Interruptions, performance problems or defects associated with our platforms may adversely affect our business, financial condition and results of operations; and
  If we fail to timely release updates and new features to our platforms and adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our platforms may become less competitive.

 

Emerging Growth Company under the JOBS Act

 

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

 

  we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;
  we are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act;
  we are permitted to provide less extensive disclosure about our executive compensation arrangements; and
  we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

 

We may take advantage of these provisions until June 30, 2026 (the last day of the fiscal year following the fifth anniversary of our initial public offering) if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to provide two years of audited financial statements. Additionally, we have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

 

 

 7 
   

 

 

Pro Forma Security Ownership

 

The following table summarizes, on a pro forma basis as of March 31, 2021, the differences between affiliates, existing non-affiliate shareholders and the new investors with respect to the percentage ownership of our common stock after giving effect to this offering:

 

   Pre-Offering   Post-Offering 
   Number   Percent   Number   Percent 
                 
Existing Affiliate Shareholders   4,486,785    59.5%   4,486,785    47.2%
Existing Non-Affiliate Shareholders   3,052,459    40.5%   3,276,609    34.4%
New investors   -    -%   1,750,000    18.4%
Total   7,539,244    100%   9,513,394    100%

 

Selected Summary Financial Data

 

The following tables present our summary financial data and should be read together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus. The summary financial data for the fiscal years ended June 30, 2020 and June 30, 2019 are derived from our audited annual consolidated financial statements, which are included elsewhere in this prospectus. The unaudited summary financial data for the nine months ended March 31, 2021 and 2020 have been derived from our unaudited interim consolidated financial statements, which are included elsewhere in this prospectus, and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations for these periods.

 

   Year Ended  Nine Months Ended
   June 30,  March 31,
   2020  2019  2021  2020
   (dollars in thousands, except per share data)
Consolidated Statements of Operations Data            
Revenue  $1,945   $983   $2,435   $1,404 
Cost of revenue(1)   1,137    425    1,278    883 
Gross profit   808    558    1,157    521 
Operating expenses                    
Research and development(1)   2,431    2,565    1,995    1,740 
Sales and marketing(1)   1,463    1,182    1,013    1,028 
General and administrative(1)   1,835    2,394    1,343    1,313 
Total operating expenses   5,729    6,141    4,351    4,081 
Loss from operations   (4,921)   (5,583)   (3,194)   (3,560)
Forgiveness of Paycheck Protection Program (PPP1) loan   -    -    549    - 
Other income (expense), net   -    -    9    - 
Interest income   9    7    1    7 
Interest expense   (81)   -    (98)   (30)
Loss on conversion of convertible notes   -    -    (515)   - 
Net loss  $(4,993)  $(5,576)  $(3,248)  $(3,583)
Net loss per share, basic and diluted(2)  $(0.72)  $(0.86)  $(0.45)  $(0.52)
Weighted-average shares used in computing net loss per share, basic and diluted(2)   6,924    6,477    7,158    6,896 
Pro forma net loss per share, basic and diluted (unaudited)(2)                    
Weighted-average shares used in computing pro forma net loss per share, basic and diluted (unaudited)(2)                    
                     
EBITDA                    
Net loss  $(4,993)  $(5,576)  $(3,248)  $(3,583)
Interest expense, net   72    (7)   97    23 
Depreciation and amortization   20    22    18    16 
EBITDA (loss)   (4,901)   (5,561)   (3,133)   (3,544)
Impairment expense   140    -    -    - 
Forgiveness of PPP1 Loan and related   -    -    (559)   - 
Stock based compensation expenses   2,652    3,163    2,336    1,929 
Stock based acquisition related expenses   131    231    -    84 
Loss on conversion of convertible notes   -    -    515    - 
Adjusted EBITDA (loss)  $(1,978)  $(2,167)  $(841)  $(1,531)

 

 

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(1) Amounts include stock option based compensation expense, for the years ended June 30, 2020 and 2019, and for the nine month periods ended March 31, 2021 and 2020, as follows:

 

   Year Ended  Nine Months Ended
   June 30,  March 31,
   2020  2019  2021  2020
   (in thousands)
Cost of revenue  $237   $58   $497   $203 
Research and development   1,267    1,314    887    932 
Sales and marketing   293    182    311    170 
General and administrative   754    1,356    547    522 
Total stock-based compensation expense  $2,551   $2,910   $2,242   $1,827 

 

 

(2) See Note 3 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share and the weighted-average number of shares used in the computation of the per share amounts.

 

Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to net income, operating income, and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

 

Elsewhere in this prospectus we have included a reconciliation of our non-GAAP financial measures to the most comparable financial measures calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measure provided by each company under applicable SEC rules.

 

   As of March 31, 2021 
   Actual   Pro Forma(1)  

Pro Forma

as Adjusted(2)(3)

 
       (in thousands)     
Consolidated Balance Sheet Data               
Cash and cash equivalents  $2,404   $2,404   $12,484 
Working capital(4)   2,803    2,651    12,731 
Total assets   3,233    3,081    13,162 
Deferred revenue   205    205    205 
Total debt, inclusive of convertible promissory notes  (5)   2,020    624    624 
Accumulated deficit   (19,272)   (19,628)   (19,628)
Total stockholders’ equity   823    2,067    12,147 

 

(1) The pro forma column in the balance sheet data above reflects the conversion of an aggregate of $1.60 million of outstanding convertible promissory notes (net of remaining original issue discount), convertible into an aggregate of approximately 0.32 million shares of our common stock.

   

(2) The pro forma as adjusted column reflects the receipt of approximately $10.1 million in net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $7.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

   

(3) Each $1.00 increase or decrease in the assumed initial public offering price of $7.00 per share, which is the midpoint of the assumed offering price range set forth on the cover of this prospectus, would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ equity by $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ equity by $6.4 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions.

   

(4) Working capital is defined as current assets less current liabilities.

   

(5) See Note 9 to our consolidated financial statements included elsewhere in this prospectus.

 

 

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RISK FACTORS

 

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the market value of our securities could decline, and you may lose all or part of your investment.

 

RISKS RELATED TO OUR BUSINESS

 

The Company is an early stage technology company

 

We were incorporated on June 15, 2016 and are an early stage technology development company, comprised of a wholly-owned group of early stage companies in the Virtual (“VR”) and Augmented Reality (“AR”) space. As such, we are subject to the risks associated with being an early stage company operating in an emerging industry, including, but not limited to, the risks set forth herein.

 

Health epidemics, including the current COVID-19 pandemic, have had, and could in the future have, an adverse impact on our business, operations, and the markets and communities in which we, our partners and customers operate. For example, sales cycles have generally lengthened and some customers have delayed purchase decisions.

 

Our business and operations could be adversely affected by health epidemics, including the current COVID-19 pandemic, impacting the markets and communities in which we, our partners and customers operate. The COVID-19 pandemic has caused and continues to cause significant business and financial markets disruption worldwide and there is significant uncertainty around the duration of this disruption on both a nationwide and global level, as well as the ongoing effects on our business.

 

The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, and we may be unable to accurately forecast our revenue or financial results. Further, as many of our customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may decrease or delay their spending, request pricing concessions or seek renegotiations of their contracts, any of which may result in decreased revenue for us. As a result of the COVID-19 pandemic, we have seen the length of our sale cycles generally increase and some of our customers have delayed purchase decisions. In addition, we may experience customer or strategic partner losses, including due to bankruptcy or our customers or strategic partners ceasing operations, which may result in an inability to collect receivables from these parties. A decline in revenue or the collectability of our receivables could harm our business.

 

In addition, in response to the spread of COVID-19, we are requiring or have required substantially all of our employees to work remotely to minimize the risk of the virus to our employees and the communities in which we operate, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no guarantee that we will be as effective while working remotely because our team is dispersed, employees may have less capacity to work due to increased personal obligations (such as childcare, eldercare, or caring for family members who become sick), may become sick themselves and be unable to work, or may be otherwise negatively affected, mentally or physically, by the COVID-19 pandemic and prolonged social distancing. Decreased effectiveness and availability of our team could adversely affect our results due to slow-downs in our sales cycles and recruiting efforts, delays in our entry into customer contracts, delays in addressing performance issues, delays in product development, delays and inefficiencies among various operational aspects of our business, including our financial organization, or other decreases in productivity that could seriously harm our business. Furthermore, we may decide to postpone or cancel planned investments in our business in response to changes in our business as a result of the spread of COVID-19, which may impact our ability to attract and retain customers and our rate of innovation, either of which could harm our business. In addition, our facilities needs could evolve based on continuing changes and impact on work environments as a result of the COVID-19 pandemic, and we may not be able to alter our contractual commitments to accommodate such changes, which could cause us to incur additional costs or otherwise harm our business. More generally, the COVID-19 outbreak has adversely affected economies and financial markets globally, which could decrease technology spending and adversely affect demand for our platforms and solutions.

 

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The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation and the effects on our business and operations closely. We do not yet know the full extent of potential impacts on our business, operations or the global economy as a whole, particularly if the COVID-19 pandemic and related public health measures continue and persist for an extended period of time. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition. While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could harm our business.

 

We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.

 

Since inception, we have incurred significant net losses. As of June 30, 2020 and March 31, 2021, we had an accumulated deficit of approximately $16,000,000 and $19,300,000, respectively. The net loss for the fiscal year ended June 30, 2020 was approximately $5,000,000 and for the nine-month period ended March 31, 2021 was approximately $3,200,000. To date, we have devoted our efforts towards securing financing, building and evolving our technology platform and creating an infrastructure that allows for the growth of such technology platform. In the past, the combination of operating losses, cash expected to be used to continue operating activities and uncertain conditions relating to additional capital raises and continued revenue growth created an uncertainty about the Company’s ability to continue as a going concern. While doubt about the Company’s ability to continue as a going concern was alleviated on our financial statements for the year ended June 30, 2020, prior to that our June 30, 2019 audited financial statements had indicated doubt about our ability to continue as a going concern. We expect to continue to incur significant expenses and potential operating losses for the foreseeable future. We anticipate that our expenses will increase if, and as, we continue to:

 

  hire and retain additional sales, accounting and finance, marketing and engineering personnel;
     
  build out our product pipeline;
     
  add operational, financial and management information systems and personnel; and
     
  maintain, expand, protect and enforce our intellectual property portfolio.

 

To become profitable, we must continue to grow our revenue base and control expenditures. This will require us to be successful in a range of challenging activities, and our expenses will increase as we continue to develop and bring our current products, as well as new ones, to market. We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or sufficient to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable or to sufficiently fund our operations through financing activity could potentially, again, create an uncertainty about the Company’s ability to continue as a going concern.

 

Based on our recent financing activity we believe that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for more than one year.

 

Based on our recent financing activity we believe that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for more than one year. Consequently, our financial statements have been prepared under the assumption that we will continue as a going concern. However, we have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. In the future, if we are unable to obtain sufficient funding to support our operations, we could be forced to delay, reduce or eliminate some or all of our development and growth initiatives, and our financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. In the future, reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

 

We may not be successful in raising additional capital necessary to meet expected increases in working capital needs. If we need additional funding for operations and we are unable to raise it, we may not be able to continue our business operations.

 

We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources will depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations.

 

Our market is competitive and dynamic. New competing products and services could be introduced at any time that could result in reduced profit margins and loss of market share.

 

The AR and VR industries are very dynamic, with new technology and services being introduced by a range of players, from larger established companies to start-ups, on a frequent basis. Our competitors may announce new products, services, or enhancements that better meet the needs of end-users or changing industry standards. Further, new competitors or alliances among competitors could emerge. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations.

 

Furthermore, the worldwide AR and VR markets are increasingly competitive. A number of companies developing AR and VR products and services compete for a limited number of customers. Some of our competitors in this market have substantially greater financial and other resources, larger research and development staffs, and more experience and capabilities in developing, marketing and distributing products. Ongoing pricing pressure could result in significant price erosion, reduced profit margins and loss of market share, any of which could have a material adverse effect on our business, results of operations, financial position and liquidity.

 

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Our plans for growth will place significant demands upon our resources. If we are unsuccessful in achieving our plan for growth, our business could be harmed.

 

We are actively marketing our products domestically and potentially internationally. The plan places significant demands upon managerial, financial, and human resources. Our ability to manage future growth will depend in large part upon several factors, including our ability to rapidly:

 

  build or leverage, as applicable, a network of business partners to create an expanding presence in the evolving marketplace for our products and services;
     
  build or leverage, as applicable, sales teams to keep end-users and business partners informed regarding the technical features, issues and key selling points of our products and services;
     
  attract and retain qualified technical personnel in order to continue to develop reliable and flexible products and provide services that respond to evolving customer needs;
     
  develop support capacity for end-users as sales increase, so that we can provide post-sales support without diverting resources from product development efforts; and
     
  expand our internal management and financial controls significantly, so that we can maintain control over our operations and provide support to other functional areas as the number of personnel and size increases.

 

Our inability to achieve any of these objectives could harm our business, financial condition and results of operations.

 

We have material customer concentration, with a limited number of customers accounting for a material portion of our 2020 revenues.

 

For the years ended June 30, 2020 and 2019, our five largest customers, accounted for approximately 38% and 45% of our revenues, respectively. For the nine months ended March 31, 2021 and 2020, our five largest customers accounted for approximately 63% and 47% of our revenues, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these customers may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. Further, some of our contracts with these customers permit them to terminate our services at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services or we could lose a major customer. Any such development could have an adverse effect on our margins and financial position, and would negatively affect our revenues and results of operations and/or trading price of our common stock.

 

We anticipate our products and technologies will require ongoing research and development (“R&D”) and we may experience technical problems or delays and may not have the funds necessary to continue their development, which could lead our business to fail.

 

Our R&D efforts are subject to the risks typically associated with the development of new products and technologies based on emerging and innovative technologies, including, for example, unexpected technical problems or the possible insufficiency of funds for completing development of these products or technologies. If we experience technical problems or delays, further improvements in our products or technologies and the introduction of future products or technologies could be delayed, and we could incur significant additional expenses and our business may fail.

 

 12 
   

 

We anticipate that we may require additional funds to increase or sustain our current levels of expenditure for the R&D of new products and technologies, and to obtain and maintain patents and other intellectual property rights in these technologies, the timing and amount of which are difficult to forecast. Any funds we need may not be available on commercially reasonable terms or at all. If we cannot obtain the necessary additional capital when needed, we might be forced to reduce our R&D efforts which would materially and adversely affect our business. If we attempt to raise capital in an offering of shares of our common stock, preferred stock, convertible securities or warrants, our then-existing stockholders’ interests will be diluted.

 

Our success depends on our ability to anticipate technological changes and develop new and enhanced products and services.

 

The markets for our and products and services are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction of products embodying new technology and the emergence of new industry standards can negatively impact the marketability of our existing products and can exert price pressures on existing products. It is critical to our success that we are able to anticipate and react quickly to changes in technology or in industry standards and to successfully develop, introduce, and achieve market acceptance of new, enhanced and competitive products and services on a timely basis and cost-effective basis. We invest substantial resources towards continued innovation; however, there can be no assurance that we will successfully develop new products and services or enhance and improve our existing products and services, that new products and services and enhanced and improved existing products and services will achieve market acceptance or that the introduction of new products and services or enhanced existing products and services by others will not negatively impact us. Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations.

 

Development schedules for technology products and services are inherently uncertain. We may not meet our products and/or services development schedules, and development costs could exceed budgeted amounts. Our business, results of operations, financial position and liquidity may be materially and adversely affected if the products or product enhancements that we develop are delayed or not delivered due to developmental problems, quality issues or component shortage problems, or if our products or product enhancements do not achieve market acceptance or are unreliable. We or our competitors will continue to introduce products embodying new technologies. In addition, new industry standards may emerge. Such events could render our existing products obsolete or not marketable, which would have a material adverse effect on our business, results of operations, financial position and liquidity.

 

We place significant decision making powers with our subsidiaries’ management, which presents certain risks that may cause the operating results of individual subsidiaries to vary.

 

We believe that our practice of placing significant decision making powers with each of our subsidiaries’ management is important to our successful growth and allows us to be responsive to opportunities and to our customers’ needs. However, this practice can make it difficult to coordinate procedures across our operations and presents certain risks, including the risk that we may be slower or less effective in our attempts to identify or react to problems affecting an important business issue, or that we would be slower to identify a misalignment between a subsidiary’s and our overall business strategy. Inconsistent implementation of corporate strategy and policies at the subsidiary level could materially and adversely affect our financial position, results of operations and cash flows and prospects.

 

The operating results of an individual subsidiary may differ from those of another subsidiary for a variety of reasons, including market size, customer base, competitive landscape, regulatory requirements and economic conditions affecting a particular industry vertical. As a result, certain of our subsidiaries may experience higher or lower levels of profitability and growth than other subsidiaries.

 

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The failure to attract, hire, retain and motivate key personnel could have a significant adverse impact on our operations.

 

Our success depends on the retention and maintenance of key personnel, including members of senior management and our technical, sales and marketing teams. Achieving this objective may be difficult due to many factors, including competition for such highly skilled personnel; fluctuations in global economic and industry conditions; changes in our management or leadership; competitors’ hiring practices; and the effectiveness of our compensation programs. The loss of any of these key persons could have a material adverse effect on our business, financial condition or results of operations. Competition for qualified employees is particularly intense in the technology industry. Our failure to attract and to retain the necessary qualified personnel could seriously harm our operating results and financial condition. Competition for such personnel can be intense, and no assurance can be provided that we will be able to attract or retain highly qualified technical and managerial personnel in the future, which may have a material adverse effect on our future growth and profitability.

 

Our financial results may fluctuate substantially for many reasons, and past results should not be relied on as indications of future performance.

 

Our revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, but not limited to:

 

  varying size, timing and contractual terms of orders for our products and services, which may delay the recognition of revenue;
  competitive conditions in the industry, including strategic initiatives by us or our competitors, new products or services, product or service announcements and changes in pricing policy by us or our competitors;
  market acceptance of our products and services;
  our ability to maintain existing relationships and to create new relationships with customers and business partners;
  the discretionary nature of purchase and budget cycles of our customers and end-users;
  the length and variability of the sales cycles for our products;
  general weakening of the economy resulting in a decrease in the overall demand for our products and services or otherwise affecting the capital investment levels of businesses with respect to our products or services;
  timing of product development and new product initiatives;
  changes in customer mix;
  increases in the cost of, or limitations on, the availability of materials;
  changes in product mix; and
  increases in costs and expenses associated with the introduction of new products.

 

Further, the markets that we serve are volatile and subject to market shifts that we may be unable to anticipate. A slowdown in the demand for AR or VR products and services can have a significant adverse effect on the demand for our products and services in any given period. Our customers may cancel or delay purchase orders for a variety of reasons, including, but not limited to, the rescheduling of new product introductions, changes in our customers’ inventory practices or forecasted demand, general economic conditions affecting our customers’ markets, changes in our pricing or the pricing of our competitors, new product announcements by us or others, quality or reliability problems related to our products, or selection of competitive products as alternate sources of supply.

 

Thus, there can be no assurance that we will be able to reach profitability on a quarterly or annual basis. We believe that our revenue and operating results will continue to fluctuate, and that period-to-period comparisons are not necessarily indications of future performance. Our revenue and operating results may fail to meet the expectations of public market analysts or investors, which could have a material adverse effect on the price of our common stock. In addition, portions of our expenses are fixed and difficult to reduce if our revenues do not meet our expectations. These fixed expenses magnify the adverse effect of any revenue shortfall.

 

Our plans for implementing our business strategy and achieving profitability are based upon the experience, judgment and assumptions of our key management personnel, and available information concerning the communications and technology industries. If management’s assumptions prove to be incorrect, it could have a material adverse effect on our business, financial condition or results of operations.

 

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Our centralized management will have significant discretion over directing our resources and if management does not allocate resources effectively, our business, financial condition or result of operations could be harmed.

 

Our centralized management has significant discretion over directing our resources to any and all of our subsidiary companies. As a consequence, it possible that one or more of our subsidiary companies will not receive adequate capital or management resources. If a subsidiary company does not receive adequate capital or resources, it may not be able to commercialize its products and services, or if its products and services are already commercialized, it may not be able to keep such products and services competitive. Therefore, if we don’t allocate resources effectively, our business, financial condition or result of operations could be harmed.

 

Competitive pricing pressure may reduce our gross profits and adversely affect our financial results.

 

If we are unable to maintain our pricing due to competitive pressures or other factors, our margins will be reduced and our gross profits, business, results of operations, and financial condition would be adversely affected. The subscription prices for our software platforms, cloud modules, and professional services may decline for a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new solutions by our competitors, or promotional programs offered by us or our competitors. Competition continues to increase in the market segments in which we operate, and we expect competition to further increase in the future.

 

Our future growth depends on our ability to attract, retain customers, and the loss of existing customers, or failure to attract new ones, could adversely impact our business and future prospects.

 

Once the platform is further developed, the size of our community of customers on our platforms is critical to our success. Our ability to achieve profitability in the future will depend, in large part, on our ability to add new customers, while retaining and even expanding offerings to existing customers. Our customers can generally decide to cease using our solutions at any time. While we have experienced customer growth, this growth may not continue at the same pace in the future or at all. In addition, it is possible that the ongoing effects of COVID-19 may have a deleterious effect on our customer growth in the future. Achieving growth in our customer base may require us to engage in increasingly sophisticated and costly sales and marketing efforts that may not result in additional customers. We may also need to modify our pricing model to attract and retain such customers. If we fail to attract new users or fail to maintain or expand existing relationships in a cost-effective manner, our business and future prospects may be materially and adversely impacted.

 

The continued operation of our business depends on the performance and reliability of the Internet, mobile networks, and other infrastructure that is not under our control.

 

Our business depends on the performance and reliability of the Internet, mobile networks, and other infrastructure that is not under our control. Disruptions in such infrastructure, including as the result of power outages, telecommunications delay or failure, security breach, or computer virus, as well as failure by telecommunications network operators to provide us with the bandwidth we need to provide our products and offerings, could cause delays or interruptions to our products, offerings, and platforms. Any of these events could damage our reputation, resulting in fewer users actively using our platforms, disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition, and operating results.

 

If we do not make our platforms, including new versions or technology advancements, easier to use or properly train customers on how to use our platforms, our ability to broaden the appeal of our products and services and to increase our revenue could suffer.

 

In order to get full use of our platforms, users generally need training. We provide a variety of training and support services to our customers, and we believe we will need to continue to maintain and enhance the breadth and effectiveness of our training and support services as the scope and complexity of our platforms increase. If we do not provide effective training and support resources for our customers on how to efficiently and effectively use our platforms, our ability to grow our business will suffer, and our business and results of operations may be adversely affected. Additionally, when we announce or release new versions of our platforms or advancements in our technology, we could fail to sufficiently explain or train our customers on how to use such new versions or advancements or we may announce or release such versions prematurely. These failures on our part may lead to our customers being confused about use of our products or expected technology releases, and our ability to grow our business, results of operations, brand and reputation may be adversely affected.

 

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Interruptions, performance problems or defects associated with our platforms may adversely affect our business, financial condition and results of operations.

 

Our reputation and ability to attract and retain customers and grow our business depends in part on our ability to operate our platforms at high levels of reliability, scalability and performance, including the ability of our existing and potential customers to access our platforms at any time and within an acceptable amount of time. Interruptions in the performance of our platforms, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the availability of our platforms. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of customers accessing our platforms simultaneously, denial of service attacks or other security-related incidents.

 

It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our customer base grows and our platforms becomes more complex. If our platforms are unavailable or if our customers are unable to access our platforms within a reasonable amount of time or at all, we may experience a loss of customers, lost or delayed market acceptance of our platforms, delays in payment to us by customers, injury to our reputation and brand, legal claims against us, significant cost of remedying these problems and the diversion of our resources. In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations, as well as our reputation, may be adversely affected.

 

Further, the software technologies underlying our platforms are inherently complex and may contain material defects or errors, particularly when new products are first introduced or when new features or capabilities are released. We have from time to time found defects or errors in our platforms, and new defects or errors in our existing platforms or new products may be detected in the future by us or our users. We cannot assure you that our existing platforms and new products will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in our platforms could result in negative publicity or lead to data security, access, retention or other performance issues, all of which could harm our business. The costs incurred in correcting such defects or errors may be substantial and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and could similarly harm our business.

 

If we fail to timely release updates and new features to our platforms and adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, our platforms may become less competitive.

 

The markets in which we compete are subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. Accordingly, our ability to increase our revenue depends in large part on our ability to maintain, improve and differentiate our existing platforms and introduce new functionality.

 

We must continue to improve existing features and add new features and functionality to our platforms in order to retain our existing customers and attract new ones. If the technology underlying our platforms become obsolete or do not address the needs of our customers, our business would suffer.

 

Revenue growth from our products depends on our ability to continue to develop and offer effective features and functionality for our customers and to respond to frequently changing data protection regulations, policies and end-user demands and expectations, which will require us to incur additional costs to implement. If we do not continue to improve our platforms with additional features and functionality in a timely fashion, or if improvements to our platforms are not well received by customers, our revenue could be adversely affected.

 

If we fail to deliver timely releases of our products that are ready for commercial use, release a new version, service, tool or update with material errors, or are unable to enhance our platforms to keep pace with rapid technological and regulatory changes or respond to new offerings by our competitors, or if new technologies emerge that are able to deliver competitive solutions at lower prices, more efficiently, more conveniently or more securely than our solutions, or if new operating systems, gaming platforms or devices are developed and we are unable to support our customers’ deployment of games and other applications onto those systems, platforms or devices, our business, financial condition and results of operations could be adversely affected.

 

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RISKS RELATED TO OUR ACQUISITION STRATEGY

 

We may be unable to obtain additional financing, if required, to fund the existing operations of the business, complete future acquisitions or to fund the development and commercialization of the companies, technologies, or intellectual property.

 

Our primary business strategy is to: 1) generate and increase revenues of existing subsidiary companies and 2) to further enhance our presence in the VR/AR market through the acquisition of additional VR/AR companies, technologies, or intellectual property. If our existing subsidiary companies do not achieve sufficient levels of revenue and profits, we may be required to seek additional financing through the issuance of equity or debt securities or other arrangements to finance the operations of the business.

 

Additionally, there can be no assurance that we will be able to successfully identify, acquire or profitably manage such additional companies, technologies, or intellectual property or successfully integrate these, if any, into the Glimpse ecosystem without substantial costs, delays or other operational or financial problems. If potential acquisition targets are unwilling to accept our equity as the consideration for their businesses, then we may be required to seek additional financing through the issuance of equity or debt securities or other arrangements to finance the acquisition transaction. If we complete a business combination, we may require additional financing to fund the operations or growth of an acquisition target. Further, acquisitions involve a number of other special risks, including possible adverse effects on our operating results, diversion of management’s attention, dependence on retention, hiring and training of key personnel, risks associated with unanticipated problems or legal liabilities, and realization of acquired intangible assets, some or all of which could have a material adverse effect on our business, financial condition and results of operations. In addition, there can be no assurance that the companies, technologies, or intellectual property acquired in the future, if any, will generate anticipated revenues and earnings. As a result, we may be required to seek additional financing through the issuance of equity or debt securities or other arrangements. To the extent that we are unable to acquire additional companies, technologies, or intellectual property or integrate those successfully, our ability to generate and increase our revenues may be reduced significantly. As a result, we may be required to seek additional financing through the issuance of equity or debt securities or other arrangements. As an early-stage company, we cannot assure that such financing will be available on acceptable terms, if at all.

 

With respect to our future acquisition strategy, no assurance can be made that we will have the funds necessary to make future acquisitions. To the extent that additional financing proves to be unavailable, that fact will likely have a negative impact on our business and we may be compelled to restructure the operations of the business or abandon a particular contemplated business combination.

If we fail to integrate any existing or acquired subsidiaries into the Glimpse ecosystem, we may not realize the anticipated benefits of the collaborative Glimpse ecosystem and the integration of any acquisitions, which could harm our business, financial condition or results of operations.

 

Even though Glimpse’s ecosystem provides a centralized corporate structure and the potential for cross company collaboration synergies, each subsidiary company has its own business development, technology development, sales team and general manager. Although we believe that the integration of our existing subsidiary companies has been a success, there is still continued risk that we may encounter difficulties related to continued integration of the existing subsidiary companies in the future. There is also the risk that the business development, sales team and general manager of a future acquired subsidiary are unsuccessful. Some of these risks are out of our control. Successfully integrating any acquired subsidiary may be more difficult, costly or time-consuming than we anticipate, or we may not otherwise realize any of the anticipated benefits of such acquisition. Any of the foregoing could adversely affect our business, financial condition or results of operations.

 

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We have made a number of acquisitions in the past and we intend to make more acquisitions in the future. Our ability to identify complementary assets, products or businesses for acquisition and successfully integrate them could affect our business, financial condition and operating results.

 

In the future, we intend to continue to pursue acquisitions of assets, products or businesses that we believe are complementary to our existing business and/or to enhance our market position or expand our product portfolio. There is a risk that we will not be able to identify suitable acquisition candidates available for sale at reasonable prices, complete any acquisition, or successfully integrate any acquired product or business into our operations. We may face competition for acquisition candidates from other parties including those that have substantially greater available resources. Acquisitions may involve a number of other risks, including:

 

  diversion of management’s attention from other subsidiaries;
  disruption to our ongoing business;
  failure to retain key acquired personnel;
  difficulties in integrating acquired operations, technologies, products, or personnel;
  unanticipated expenses, events, or circumstances;
  assumption of disclosed and undisclosed liabilities; and
  inappropriate valuation of the acquired in-process R&D, or the entire acquired business.

 

If we do not successfully address these risks or any other problems encountered in connection with an acquisition, the acquisition could have a material adverse effect on our business, results of operations and financial condition. Problems with an acquired business could have a material adverse effect on our performance or our business as a whole. In addition, if we proceed with an acquisition, our available cash may be used to complete the transaction, diminishing our liquidity and capital resources, or shares may be issued which could cause significant dilution to existing shareholders.

 

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

 

If we cannot obtain and maintain appropriate patent and other intellectual property rights protection for our technology, our business will suffer.

 

The value of our software and services is dependent on our ability to secure and maintain appropriate patent and other intellectual property rights protection. We intend to continue to pursue additional patent protection for our new software and technology. Although we own multiple patents covering our technology that have already been issued, we may not be able to obtain additional patents that we apply for, or that any of these patents, once issued, will give us commercially significant protection for our technology, or will be found valid if challenged. Moreover, we have not obtained patent protection for our technology in all foreign countries in which our products might be sold. In any event, the patent laws and enforcement regimes of other countries may differ from those of the United States as to the patentability of our personal display and related technologies and the degree of protection afforded.

 

Any patent or trademark owned by us may be challenged and invalidated or circumvented. Patents may not be issued from any of our pending or future patent applications. Any claims and issued patents or pending patent applications may not be broad or strong enough and may not be issued in all countries where our products can be sold or our technologies may not be licensed to provide meaningful protection against any commercial damage to us. Further, others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around the patents owned by us. Effective intellectual property protection may be unavailable or limited in certain foreign countries. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise use aspects of our processes and devices that we regard as proprietary. Policing unauthorized use of our proprietary information and technology is difficult and our efforts to do so may not prevent misappropriation of our technologies. In the event that our intellectual property protection is insufficient to protect our intellectual property rights, we could face increased competition in the market for our products and technologies, which could have a material adverse effect on our business, financial condition and results of operations.

 

We may become engaged in litigation to protect or enforce our patent and other intellectual property rights or in International Trade Commission proceedings to abate the importation of goods that would compete unfairly with our products. In addition, we may have to participate in interference or reexamination proceedings before the US Patent and Trademark Office, or in opposition, nullification or other proceedings before foreign patent offices, with respect to our patents or patent applications. All of these actions would place our patents and other intellectual property rights at risk and may result in substantial costs to us as well as a diversion of management attention. Moreover, if successful, these actions could result in the loss of patent or other intellectual property rights protection for the key technologies on which our business strategy depends.

 

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In addition, we rely in part on unpatented proprietary technology, and others may independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets, know-how and other proprietary information, we require employees, consultants, financial advisors and strategic partners to enter into confidentiality agreements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of those trade secrets, know-how or other proprietary information. In particular, we may not be able to fully or adequately protect our proprietary information as we conduct discussions with potential strategic partners. If we are unable to protect the proprietary nature of our technology, it will harm our business.

 

Despite our efforts to protect our intellectual property rights, intellectual property laws afford us only limited protection. A third party could copy or otherwise obtain information from us without authorization. Accordingly, we may not be able to prevent misappropriation of our intellectual property or to deter others from developing similar products or services. Further, monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

 

As is commonplace in technology companies, we employ individuals who were previously employed at other technology companies. To the extent our employees are involved in research areas that are similar to those areas in which they were involved at their former employers, we may be subject to claims that such employees or we have, inadvertently or otherwise, used or disclosed the alleged trade secrets or other proprietary information of the former employers. Litigation may be necessary to defend against such claims. Litigation of this type could result in substantial costs to us and divert our resources.

 

We also depend on trade secret protection through confidentiality and license agreements with our employees, subsidiaries, licensees, licensors and others. We may not have agreements containing adequate protective provisions in every case, and the contractual provisions that are in place may not provide us with adequate protection in all circumstances. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brand, competitive advantages or goodwill and result in decreased sales.

 

We may incur substantial costs or lose important rights as a result of litigation or other proceedings relating to our products, patents and other intellectual property rights.

 

In recent years, there has been significant litigation involving patents and other intellectual property rights in many technology-related industries. Until recently, patent applications were retained in secrecy by the US Patent and Trademark Office until and unless a patent was issued. As a result, there may be US patent applications pending of which we are unaware that may be infringed by the use of our technology or a part thereof, thus substantially interfering with the future conduct of our business. In addition, there may be issued patents in the United States or other countries that are pertinent to our business of which we are not aware. We and our customers could be sued by other parties for patent infringement in the future. Such lawsuits could subject us and them to liability for damages or require us to obtain additional licenses that could increase the cost of our products, which might have an adverse effect on our sales.

 

In addition, in the future we may assert our intellectual property rights by instituting legal proceedings against others. We may not be able to successfully enforce our patents in any lawsuits we may commence. Defendants in any litigation we may commence to enforce our patents may attempt to establish that our patents are invalid or are unenforceable. Any patent litigation could lead to a determination that one or more of our patents are invalid or unenforceable. If a third party succeeds in invalidating one or more of our patents, we may experience greater competition from such party and from others. Our ability to derive sales from products or technologies covered by these patents could be adversely affected.

 

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Whether we are defending the assertion of third party intellectual property rights against our business as a result of the use of our technology, or we are asserting our own intellectual property rights against others, such litigation can be complex, costly, protracted and highly disruptive to our business operations by diverting the attention and energies of management and key technical personnel. As a result, the pendency or adverse outcome of any intellectual property litigation to which we are subject could disrupt business operations, require the incurrence of substantial costs and subject us to significant liabilities, each of which could severely harm our business.

 

Plaintiffs in intellectual property cases often seek injunctive relief. Any intellectual property litigation commenced against us could force us to take actions that could be harmful to our business and thus to our sales, including the following:

 

● discontinuing selling the products that incorporate or otherwise use technology that contains our allegedly infringing intellectual property;

 

● attempting to obtain a license to the relevant third party intellectual property, which may not be available on reasonable terms or at all; or

 

● attempting to redesign our products to remove our allegedly infringing intellectual property.

 

If we are forced to take any of the foregoing actions, we may be unable to sell products that incorporate our technology at a profit or at all. Furthermore, the measure of damages in intellectual property litigation can be complex, and is often subjective or uncertain. If we were to be found liable for infringement of proprietary rights of a third party, the amount of damages we might have to pay could be substantial and is difficult to predict. Decreased sales of our products incorporating our technology would adversely affect our results of operations. Any necessity to procure rights to the third party technology might cause us to negotiate the royalty terms of the third party license which could increase our cost of production or, in certain cases, terminate our ability to build some of our products entirely.

 

Our failure to renew, register or otherwise protect our trademarks could have a negative impact on the value of our brand names and our ability to use those names in certain geographical areas.

 

We believe our copyrights and trademarks are integral to our success. We rely on trademark, copyright and other intellectual property laws to protect our proprietary rights. If we fail to properly register and otherwise protect our trademarks, service marks and copyrights, we may lose our rights, or our exclusive rights, to them. In that case, our ability to effectively market and sell our products and services could suffer, which could harm our business.

 

RISKS RELATED TO THIS OFFERING

 

The offering price for our common stock may not be indicative of its fair market value.

 

The offering price for our common stock was determined in the context of negotiations between us and the underwriters. Accordingly, the offering price may not be indicative of the true fair market value of the Company or the fair market value of our common stock. We are making no representations that the offering price of our common stock under this prospectus bears any relationship to our assets, book value, net worth or any other recognized criteria of our value.

 

No public market for our common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

 

Prior to this offering, there has been no public market for our common stock. Although we have applied to list our common stock on the Nasdaq Capital Market, an active public trading market for our common stock may not develop following the completion of this offering or, if developed, it may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

 

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There is no established trading market for our shares; further, our shares will be subject to potential delisting if we do not maintain the listing requirements of the Nasdaq Capital Market.

 

This offering constitutes our initial public offering of our shares. No public market for these shares currently exists. We have applied to list the shares of our common stock on the Nasdaq Capital Market, or Nasdaq. An approval of our listing application by Nasdaq will be subject to, among other things, our fulfilling all of the listing requirements of Nasdaq. Even if these shares are listed on Nasdaq, there can be no assurance that an active trading market for these securities will develop or be sustained after this offering is completed. The initial offering price has been determined by negotiations among the lead underwriter and us. Among the factors considered in determining the initial offering price were our future prospects and the prospects of our industry in general, our revenue, net income and certain other financial and operating information in recent periods, and the financial ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. However, there can be no assurance that following this offering our shares of common stock will trade at a price equal to or greater than the offering price.

 

In addition, Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing, or de-listing from Nasdaq, would make it more difficult for shareholders to dispose of our common stock and more difficult to obtain accurate price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.

 

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

 

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

 

As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

 

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” We have not yet commenced the costly and time-consuming process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion once initiated. Our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

 

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

 

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During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

 

The growth and expansion of our business places a continuous, significant strain on our operational and financial resources. Further growth of our operations to support our customer base, our information technology systems and our internal controls and procedures may not be adequate to support our operations. For example, we are still in the process of implementing information technology and accounting systems to help manage critical functions such as billing and revenue recognition and financial forecasts. As we continue to grow, we may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of our internal control over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions or fraud.

 

Future sales of our common stock in the public market could cause the market price of our common stock to decline.

 

Sales of a substantial number of shares of our common stock in the public market following the completion of this offering, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of this offering, and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.

 

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Our stock price may be volatile, and the value of our common stock may decline.

 

We cannot predict the prices at which our common stock will trade. The initial public offering price of our common stock will be determined by negotiations between us and the underwriters and may not bear any relationship to the market price at which our common stock will trade after this offering or to any other established criteria of the value of our business and prospects, and the market price of our common stock following this offering may fluctuate substantially and may be lower than the initial public offering price. In addition, the trading price of our common stock following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our common stock include the following:

 

  actual or anticipated fluctuations in our financial condition or results of operations;
     
  variance in our financial performance from expectations of securities analysts;
     
  changes in the pricing of the solutions on our platforms;
     
  changes in our projected operating and financial results;
     
  changes in laws or regulations applicable to our platforms;
     
  announcements by us or our competitors of significant business developments, acquisitions or new offerings;
     
  sales of shares of our common stock by us or our shareholders;
     
  significant data breaches, disruptions to or other incidents involving our platforms;
     
  our involvement in litigation;
     
  conditions or developments affecting the AR and VR industries;
     
  future sales of our common stock by us or our stockholders, as well as the anticipation of lock-up releases;
     
  changes in senior management or key personnel;
     
  the trading volume of our common stock;
     
  changes in the anticipated future size and growth rate of our market;
     
  general economic and market conditions; and
     
  other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

 

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

 

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our common stock could decline.

 

The market price and trading volume of our common stock following the completion of this offering will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price would be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our common stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock.

 

23
 

 

After this offering, our executive officers, directors and principal stockholders, if they choose to act together, will continue to have the ability to control or significantly influence all matters submitted to stockholders for approval. Furthermore, many of our current directors were appointed by our principal stockholders.

 

Following the completion of this offering, our executive officers, directors and greater than 5% stockholders, in the aggregate, will own approximately 47.2% of our outstanding common stock (assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding options, warrants or other rights, and without giving effect to any purchases that these holders may make through our directed share program), based on an assumed initial public offering price of $7.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus. Furthermore, many of our current directors were appointed by our principal stockholders. As a result, such persons or their appointees to our board of directors, acting together, will have the ability to control or significantly influence all matters submitted to our board of directors or stockholders for approval, including the appointment of our management, the election and removal of directors and approval of any significant transaction, as well as our management and business affairs. In addition, if any of our executive officers, directors and greater than 5% stockholders purchase shares in this offering, or if any of our other current investors purchase shares in this offering and become greater than 5% stockholders as a result, the ability of such persons, acting together, to control or significantly influence such matters will increase. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other stockholders.

 

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

 

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, our ultimate use may vary substantially from our currently intended use. Investors will need to rely upon the judgment of our management with respect to the use of proceeds. Pending use, we may invest the net proceeds from this offering in investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations and prospects could be harmed, and the market price of our common stock could decline.

 

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

 

The initial public offering price of our common stock is substantially higher than the as adjusted net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $5.72 per share, or $5.59 per share if the underwriters exercise their over-allotment option in full, representing the difference between our as adjusted net tangible book value per share after giving effect to the sale of common stock in this offering and an assumed initial public offering price of $7.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus. See the section titled “Dilution.”

 

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.

 

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

 

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

 

We have never declared or paid any cash dividends on our capital stock, and, subject to the discretionary dividend policy described in the section entitled “Dividend Policy” of this prospectus, we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

 

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We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we may choose to elect to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

 

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of this offering; (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.

 

We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be as comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This prospectus contains, in addition to historical information, forward-looking statements. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and “Business.” Forward-looking statements include statements concerning:

 

  our possible or assumed future results of operations;
     
  our business strategies;
     
  our ability to attract and retain customers;
     
  our ability to sell additional products and services to customers;
     
  our cash needs and financing plans;
     
  our competitive position;
     
  our industry environment;

 

25
 

 

  our potential growth opportunities;
     
  expected technological advances by us or by third parties and our ability to leverage them;
     
  our intent to make distributions;
     
  the effects of future regulation; and
     
  the effects of competition.

 

All statements in this prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking statements.

 

The outcome of the events described in these forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These important factors include our financial performance and the other important factors we discuss in greater detail in “Risk Factors.” You should read these factors and the other cautionary statements made in this prospectus as applying to all related forward-looking statements wherever they appear in this prospectus. Given these factors, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date on which the statements are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we currently expect.

 

26
 

 

USE OF PROCEEDS

 

We estimate that we will receive net proceeds from this offering of approximately $10.1 million (or approximately $11.8 million if the underwriters’ option to purchase additional shares is exercised in full) based on an assumed initial public offering price of $7.00 per share of common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of common stock in this offering by the selling stockholders identified in this prospectus.

 

Each $1.00 increase (decrease) in the assumed initial public offering price of $7.00 per share of common stock would increase (decrease) the net proceeds to us from this offering by approximately $1.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $6.4 million, assuming the assumed initial public offering price of $7.00 per share of common stock remains the same, and after deducting estimated underwriting discounts and commissions.

 

The principal purposes of this offering are to increase our capitalization and financial flexibility, facilitate an orderly distribution of shares for the selling stockholders, and create a public market for our common stock. We currently intend to use the net proceeds we receive from this offering for general corporate purposes, including growth capital, working capital, operating expenses, potential acquisitions and capital expenditures. Although we may use a portion of the net proceeds of this offering for the acquisition of additional assets or businesses, or for other strategic investments or opportunities, we have no current understandings, agreements or commitments in this regard.

 

We cannot specify with certainty all of the particular uses for the remaining net proceeds to us from this offering. We will have broad discretion over how we use the net proceeds from this offering. Pending the use of the proceeds from this offering as described above, we intend to invest the net proceeds from the offering that are not used as described above in investment-grade, interest-bearing instruments.

 

DIVIDEND POLICY

 

We have never declared or paid cash dividends on our capital stock. Although we currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, we are committed, subject to the limitations on distributions under Nevada law, to pay certain distributions in the event (i) we sell the business of any of our subsidiaries; or (ii) we report consolidated net income on our fiscal year end audited financial statements. No assurances can be made that any such milestone will be achieved or if achieved that our Board of Directors will approve any distribution in connection therewith.

 

Distribution upon sale of business. In the event we sell all or substantially all of the business of any of our subsidiaries, whether by means of a merger, asset sale, stock sale or otherwise, for a price in excess of $10,000,000, we intend to distribute no less than 85% of the after-tax net proceeds for such sale. However, such distribution shall be subject to a determination by our Board of Directors that there exist no special circumstances that would prevent it from approving such distribution or the extent thereof. Such special circumstances could include, but not be limited to, the Company or any of its subsidiary companies contemplating or actively being engaged in a prospective acquisition or acquisitions that may require the use of such net proceeds, or other uses integral to the operations, growth or business development of any existing subsidiary company. Moreover, such distribution may be waived, in writing, by the holders of a majority of our securities holders entitled to vote, voting together as a single class.

 

Distribution of consolidated net income. In the event our annual audited financial statements report consolidated net income, we intend to distribute, within 90 days after completion of such audit, 10% of the consolidated net income for such fiscal year. However, such distribution shall be subject to a determination by our Board of Directors that there exist no special circumstances that would prevent it from approving such distribution or the extent thereof. Such special circumstances could include, but not be limited to, the Board of Directors determining that such distribution, which could have otherwise been reinvested into our existing businesses, would impair our ability to execute on our business strategy. Moreover, such distribution may be waived, in writing, by the holders of a majority of our securities holders entitled to vote, voting together as a single class.

 

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Subject to the distribution intentions discussed above, any future determination regarding the declaration and payment of dividends, if any, will be subject to the limitations on distributions under Nevada law, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. In addition, our ability to pay dividends may be restricted by any agreements we may enter into in the future.

 

CAPITALIZATION

 

The following table sets forth our cash and cash equivalents as of March 31, 2021:

 

  on an actual basis;
  on a pro forma basis after giving effect to (i) conversion of the outstanding convertible notes issued between December 2019 and March 2021; and
  on a pro forma as adjusted basis after giving effect to the sale of common stock in this offering at an assumed offering price of $7.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, and the application of the net proceeds of the offering.

 

You should read the following table in conjunction with the “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

 

   As of March 31, 2021 
         Pro forma 
   Actual   Pro Forma   as adjusted 
   (unaudited)   (unaudited)   (unaudited) 
             
Cash and cash equivalents  $2,403,774   $2,403,774   $12,484,048 
Debt, net of current portion   2,020,257    623,828    623,828 
Stockholders’ equity:               
Preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 0 shares outstanding               
Common stock, par value $0.001 per share, 300,000,000 shares authorized, 7,534,513 shares outstanding and 4,731 shares to be issued (actual), 7,863,394 shares outstanding (Pro forma), 9,513,394 shares outstanding (Pro forma as adjusted)   7,539    7,863    9,513 
Additional paid-in capital   20,087,384    21,687,060    31,765,684 
Accumulated deficit   (19,272,321)   (19,628,080)   (19,628,080)
Total stockholders’ equity   822,602    2,066,843    12,147,118 
Total capitalization  $2,842,859   $2,690,671   $12,770,946 

 

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Each $1.00 increase (decrease) in the assumed initial public offering price of $7.00 per share would increase (decrease) the net proceeds to us by approximately $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

 

If the underwriters exercise their option to purchase additional shares in full, as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, total capitalization and shares of common stock outstanding as of March 31, 2021 would be $14,174,548, $33,455,922, $13,837,618, $14,461,446 and 9,775,894 shares, respectively.

 

DILUTION

 

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock as of March 31, 2021 was $822,602 or $0.109 per share. Net tangible book value per share represents our total tangible assets (which were total assets of $3,232,594 less intangible assets of $0 at March 31, 2021) less our total liabilities, divided by the number of shares of outstanding common stock. After giving effect to conversion of the outstanding convertible notes issued between December 2019 and March 2021, our pro forma net tangible book value as of March 31, 2021 would have been $2,066,843, or $0.263 per share.

 

After giving effect to the receipt of the net proceeds from our sale of common stock in this offering, at an assumed initial public offering price of $7.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of March 31, 2021 would have been approximately $12.1 million, or $1.277 per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $1.168 per share to our existing stockholders and an immediate dilution of $5.723 per share to new investors participating in this offering.

 

We determine dilution per share to investors participating in this offering by subtracting the pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by investors participating in this offering. The following table illustrates this dilution on a per share basis to new investors:

 

Assumed initial public offering price per share   $

7.00

 
Net tangible book value per share as of March 31, 2021   $ 0.109  
Pro forma net tangible book value per share   $

0.263

 
Increase per share to existing stockholders attributable to investors in this offering   $

1.014

 
Pro forma as adjusted net tangible book value per share, to give effect to this offering   $

1.277

 
Dilution in net tangible book value per share to new investors in this offering   $

5.723

 

 

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to 7,763,394 shares, or 81.6% of the total number of shares of our capital stock outstanding following the completion of this offering, and will increase the number of shares held by new investors to 1,750,000 shares, or 18.4% of the total number of shares of our capital stock outstanding following the completion of this offering.

 

Each $1.00 increase (decrease) in the assumed initial public offering price of $7.00 per share would increase (decrease) the net proceeds to us by approximately $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

 

The pro forma as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price, number of shares and other terms of this offering determined at pricing.

 

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If the underwriters exercise their option to purchase additional shares of common stock in this offering in full at the assumed initial public offering price of $7.00 per share and assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, the pro forma as adjusted net tangible book value would be approximately $1.415 per share, and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering would be approximately $5.585 per share.

 

The table below summarizes, on a pro forma as adjusted basis as of March 31, 2021, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing shares in this offering at an assumed initial public offering price of $7.00 per share, before deducting underwriting discounts and commissions and estimated offering expenses.

 

   Shares Purchased   Total Consideration   Average Price Per  
   Number       Amount       Share 
Existing stockholders   7,763,394    81.6%  $17,524,042    

58.9

%  $2.26 
New investors   1,750,000    18.4%  $12,250,000    41.1%  $7.00 
Total   9,513,394    100.0%  $29,774,042    100.0%  $3.13 

 

In addition, if the underwriters exercise their option to purchase additional shares of common stock in full, the percentage of shares held by existing stockholders will be reduced to 79.4% of the total number of shares of common stock to be outstanding upon the closing of this offering, and the number of shares of common stock held by new investors participating in this offering will be further increased by shares, or 20.6% of the total number of shares of common stock to be outstanding upon the closing of this offering.

 

Each $1.00 increase (decrease) in the assumed initial public offering price of $7.00 per share would increase (decrease) the net proceeds to us by approximately $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

 

The total number of shares of our common stock reflected in our actual and pro forma information set forth in the table above excludes:

 

  Exercise by the underwriters of their option to purchase 262,500 additional shares of common stock to cover over-allotments;
  shares of common stock underlying the representative’s warrants to be issued to the representative of the underwriters in this offering;
  Options to purchase 4,567,750 shares of common stock of which have an exercise price between $2.00 and $5.00. The options expire between October 2026 and March 2031; and
  Conversion of outstanding convertible promissory notes.

 

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SELECTED CONSOLIDATED AND OTHER FINANCIAL DATA

 

The following tables present our summary financial data and should be read together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus. The summary financial data for the fiscal years ended June 30, 2020 and June 30, 2019 are derived from our audited annual consolidated financial statements, which are included elsewhere in this prospectus. The unaudited summary financial data for the nine months ended March 31, 2021 and 2020 have been derived from our unaudited interim consolidated financial statements, which are included elsewhere in this prospectus, and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations for these periods.

 

   Year Ended   Nine Months Ended 
   June 30,   March 31, 
   2020   2019   2021   2020 
   (dollars in thousands, except per share data) 
Consolidated Statements of Operations Data                
Revenue  $1,945   $983   $2,435   $1,404 
Cost of revenue(1)   1,137    425    1,278    883 
Gross profit   808    558    1,157    521 
Operating expenses                    
Research and development(1)   2,431    2,565    1,995    1,740 
Sales and marketing(1)   1,463    1,182    1,013    1,028 
General and administrative(1)   1,835    2,394    1,343    1,313 
Total operating expenses   5,729    6,141    4,351    4,081 
Loss from operations   (4,921)   (5,583)   (3,194)   (3,560)
Forgiveness of Paycheck Protection Program (PPP1) loan   -    -    549    - 
Other income (expense), net   -    -    9    - 
Interest income   9    7    1    7 
Interest expense   (81)   -    (98)   (30)
Loss on conversion of convertible notes   -    -    (515)   - 
Net loss  $(4,993)  $(5,576)  $(3,248)  $(3,583)
Net loss per share, basic and diluted(2)  $(0.72)  $(0.86)  $(0.45)  $(0.52)
Weighted-average shares used in computing net loss per share, basic and diluted(2)   6,924    6,477    7,158    6,896 
Pro forma net loss per share, basic and diluted (unaudited)(2)                    
Weighted-average shares used in computing pro forma net loss per share, basic and diluted (unaudited)(2)                    
                     
EBITDA                    
Net loss  $(4,993)  $(5,576)  $(3,248)  $(3,583)
Interest expense, net   72    (7)   97    23 
Depreciation and amortization   20    22    18    16 
EBITDA (loss)   (4,901)   (5,561)   (3,133)   (3,544)
Impairment expense   140    -    -    - 
Forgiveness of PPP1 Loan and related   -    -    (559)   - 
Stock based compensation expenses   2,652    3,163    2,336    1,929 
Stock based acquisition related expenses   131    231    -    84 
Loss on conversion of convertible notes   -    -    515    - 
Adjusted EBITDA (loss)  $(1,978)  $(2,167)  $(841)  $(1,531)

 

(1) Amounts include stock option based compensation expense, for the years ended June 30, 2020 and 2019, and for the nine month periods ended March 31, 2021 and 2020, as follows:

 

   Year Ended   Nine Months Ended 
   June 30,   March 31, 
   2020   2019   2021   2020 
   (in thousands) 
Cost of revenue  $237   $58   $497   $203 
Research and development   1,267    1,314    887    932 
Sales and marketing   293    182    311    170 
General and administrative   754    1,356    547    522 
Total stock-based compensation expense  $2,551   $2,910   $2,242   $1,827 

 

(2) See Note 3 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share and the weighted-average number of shares used in the computation of the per share amounts.

 

Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to net income, operating income, and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

 

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Definition of Non-GAAP Financial Measures

 

The following discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to, net income, operating income, and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

 

Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the previous non-GAAP financial measures in planning, forecasting and analyzing future periods. Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.

 

The Company defines Adjusted EBITDA as earnings (or loss) from continuing operations before the items in the table above. Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

 

We have included a reconciliation of our non-GAAP financial measures to the most comparable financial measures calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measures provided by each company under applicable SEC rules.

 

The following table presents a reconciliation of net loss to Adjusted EBITDA for the nine months ended March 31, 2021 and 2020:

 

   For Nine Months Ended  For Nine Months Ended
   March 31, 2021  March 31, 2020
Net loss  $(3,248,600)  $(3,583,010)
Interest expense, net   97,325    23,033 
Depreciation and amortization   18,162    16,084 
EBITDA (loss)   (3,133,113)   (3,543,893)
Forgiveness of PPP1 Loan and related   (558,885)   - 
Stock based compensation expenses   2,336,158    1,928,948 
Stock based acquisition related expenses   -    84,200 
Loss on conversion of convertible notes   515,464    - 
Adjusted EBITDA (loss)  $(840,376)  $(1,530,745)

 

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The following table presents a reconciliation of net loss to Adjusted EBITDA for the years ended June 30, 2020 and 2019:

 

   For the Year Ended
June 30, 2020
   For the Year Ended
June 30, 2019
 
Net loss  $(4,993,350)  $(5,576,377)
Other expense (income), net   72,872    (6,893)
Depreciation and amortization   20,222    21,980 
EBITDA (loss)   (4,900,256)   (5,561,290)
Goodwill impairment expense   139,754    - 
Stock based compensation expenses   2,652,020    3,162,921 
Stock based acquisition related expenses   131,066    231,101 
Adjusted EBITDA (loss)  $(1,977,416)  $(2,167,268)

 

   As of March 31, 2021 
   Actual   Pro Forma(1)  

Pro Forma

as Adjusted(2)(3)

 
       (in thousands)     
Consolidated Balance Sheet Data               
Cash and cash equivalents  $2,404   $2,404   $12,484 
Working capital(4)   2,803    2,651    12,731 
Total assets   3,233    3,081    13,162 
Deferred revenue   205    205    205 
Total debt, inclusive of convertible promissory notes  (5)   2,020    624    624 
Accumulated deficit   (19,272)   (19,628)   (19,628)
Total stockholders’ equity   823    2,067    12,147 

 

(1) The pro forma column in the balance sheet data above reflects the conversion of an aggregate of $1.60 million of outstanding convertible promissory notes (net of remaining original issue discount), convertible into an aggregate of approximately 0.32 million shares of our common stock.

   

(2) The pro forma as adjusted column reflects the receipt of approximately $10.1 million in net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $7.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

   

(3) Each $1.00 increase or decrease in the assumed initial public offering price of $7.00 per share, which is the midpoint of the assumed offering price range set forth on the cover of this prospectus, would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ equity by $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, and total stockholders’ equity by $6.4 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions.

   

(4) Working capital is defined as current assets less current liabilities.

   

(5) See Note 9 to our consolidated financial statements included elsewhere in this prospectus.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of financial condition and results of operations in conjunction with our financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, the following discussion and analysis includes forward looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated in these forward looking statements as a result of a variety of factors, including those discussed in “Risk Factors” and elsewhere in this prospectus. See the discussion under “Cautionary Note Regarding Forward Looking Statements” beginning on page 25 of this prospectus

 

Overview

 

The Glimpse Group, Inc. (the “Company”, “we”, “our”) is a Virtual (“VR”) and Augmented (“AR”) Reality platform company, comprised of a diversified group of wholly-owned VR and AR companies, providing enterprise-focused software, services and solutions.

 

The Company was incorporated as The Glimpse Group, Inc. in the State of Nevada, on June 15, 2016 and is headquartered in New York, NY. Glimpse currently owns and operates nine wholly-owned and operated subsidiary companies (“Subsidiary Companies”, “Subsidiaries”): Adept Reality, LLC (dba Adept XR Learning), Kabaq 3D Technologies, LLC (dba QReal), KreatAR, LLC (dba PostReality), D6 VR, LLC, Immersive Health Group, LLC (dba IHG), Foretell Studios, LLC (dba Foretell Reality), Number 9, LLC (dba Pagoni VR) and Early Adopter, LLC; and one subsidiary in Turkey, Glimpse Group Yazilim ve ARGE Ticaret Anonim Sirketi (“Glimpse Turkey”), which primarily develops and creates 3D models for QReal. In addition, Glimpse owns two (2) non-active subsidiary companies: In-It VR, LLC (dba Mezmos) and MotionZone, LLC, which may be reactivated based on need and market conditions.

 

Glimpse’s ecosystem of VR/AR subsidiary companies, collaborative environment and diversified business model aim to simplify the challenges faced by entrepreneurs in the emerging VR/AR industry, potentially improving each subsidiary company’s ability to succeed, while simultaneously providing investors an opportunity to invest directly into the emerging VR/AR industry via a diversified platform.

 

Leveraging its platform, the Company strives to cultivate and manage the business operations of its VR/AR subsidiary companies, with the goal of allowing each underlying company to better focus on mission-critical endeavors, collaborate with the other subsidiary companies, reduce time to market, optimize costs, improve product quality and leverage joint go-to-market strategies. Subject to operational, market and financial developments and conditions, Glimpse intends to carefully add to its current portfolio of subsidiary companies via a combination of organic expansion and/or outside acquisitions.

 

Glimpse’s subsidiary companies target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Branding & Marketing, Retail, Financial Services, Food & Hospitality, Media & Entertainment and Social VR group meetings. The Company does not target direct-to-consumer VR/AR software or services, only business-to-business (“B2B”) and business-to-business-to-consumer (“B2B2C”), and we are hardware agnostic.

 

The Company currently employees approximately 50 full time employees and contractors, primarily software developers, engineers and 3D artists.

 

Impact of COVID-19

 

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China. Through the first quarter of 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. Our business and operations have been adversely affected by the COVID-19 pandemic, as have the markets in which our customers operate. The COVID-19 pandemic has caused and continues to cause significant business and financial markets disruption worldwide and there is significant uncertainty around the duration of this disruption and its ongoing effects on our business. While we demonstrated continued revenue growth in the periods ended June 30, 2020 and March 31, 2021, notwithstanding this growth, management believes growth could have been higher if not for the COVID-19 pandemic. As a result of the COVID-19 pandemic, we saw the length of our sale cycles generally increase by several months and some of our customers have put purchase decisions on hold, in particular customers in our hospital and education segments. While several of these delays have since materialized into contracts, it is yet to be determined whether outstanding delays are permanent. In other instances, customers have requested payment schedule extensions, but have eventually paid in full. We are encouraged by recent passage of the of various U.S. Government assistance programs (e.g., the CARES Act and American Rescue Plan Act), which may accelerate recovery, especially relating to hospitals and educational institutions. Overall, our accounts receivable loss ratio was, and remains, nominal and revenue collection on signed and executed contracts has not been impacted.

 

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To date, we have not had to reduce headcount as a result of the COVID-19 pandemic. This is due to infusion of capital in May 2020 from a Paycheck Protection Program loan (PPP1) of approximately $548,000, an additional Paycheck Protection Program loan (PPP2) of approximately $623,000 in February 2021, and the overall performance of our business. However, early in the pandemic, in order to mitigate some of the pandemic potential impact and uncertainties, we temporarily reduced the cash portion of our employees monthly salaries by 10-35% (executives and management on the higher end of the range), totaling approximately $160,000 in aggregate over a three month period. To compensate for the cash reduction, we issued employees Company stock options at 150% of the value of the cash reductions. As the business stabilized and we gained more clarity as to our going-forward prospects, cash salaries were returned to their normal base levels after the three month reduction. While we do not expect it to be the case going forward, if the impact of COVID-19 worsens, we may need to reinstate cash salary reductions or reduce headcount.

 

Since March 2020, we have required substantially all of our employees to work remotely to minimize the risk of the virus. While working remotely has proven to be effective to this point, it may eventually inhibit our ability to operate the business effectively. We expect to return to non-remote, in-person office work in the summer of 2021, initially several days per week.

 

We continue to closely monitor the situation and the effects on our business and operations. We do not yet know the full extent of potential impacts on our business and operations. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows or financial condition.

 

Critical Accounting Policies and Estimates and Recent Accounting Pronouncements

 

Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). While our significant accounting policies are more fully described in our financial statements, we believe the following accounting policies are the most critical to aid in fully understanding and evaluating this management discussion and analysis.

 

Principles of Consolidation

 

The consolidated financial statements include the balances of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Accounting Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal estimates relate to the valuation of allowance for doubtful accounts, common stock, stock options and cost of goods sold.

 

Revenue Recognition

 

The Company adopted the new accounting standard, Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, (“ASC 606”) beginning on July 1, 2020 using the modified retrospective method for all open contracts and related amendments. The adoption did not result in an adjustment to the accumulated deficit as of June 30, 2020. The comparative information was not restated and continued to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 did not have a material impact on reported sales to customers and net earnings (losses).

 

The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

  identify the contract with a customer;
  identify the performance obligations in the contract;
  determine the transaction price;
  allocate the transaction price to performance obligations in the contract; and
  recognize revenue as the performance obligation is satisfied and collection is reasonably assured.

 

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

 

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Any unrecognized portion of revenue and any corresponding unrecognized expenses are presented as deferred revenue and deferred costs, respectively, in the accompanying consolidated balance sheet. Deferred costs include cash and equity based payroll costs, and may include payments to vendors.

 

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

 

Significant Judgments

 

Our contracts with customers often include promises to transfer multiple products/services. Determining whether products/services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Further, judgment may be required to determine the standalone selling price for each distinct performance obligation.

 

Disaggregation of Revenue

 

The Company generates revenue by delivering: (i) Software Services, consisting primarily of VR/AR software projects, solutions and consulting services, and (ii) Software License and SaaS, consisting primarily of VR and AR software licenses or SaaS.

 

Revenue for Software Services projects and solutions is recognized at the point of time in which the customer obtains control of the project, customer accepts delivery and confirms completion of the project.

 

Revenue for Software Services consulting services and website maintenance is recognized at the point of time in which the Company performs the services, typically on a monthly retainer basis.

 

Revenue for Software License and SaaS is recognized at the point of time in which the Company delivers the software and customer accepts delivery. If there are contractually stated ongoing service obligations to be performed during the term of the Software License or SaaS contract, then revenues are recognized ratably over the term of the contract.

 

The Company currently generates its revenues primarily from customers in the United States.

 

Accounts Receivable

 

Accounts receivable consists primarily of amounts due from customers under normal trade terms. Allowances for uncollectible accounts are provided for based upon a variety of factors, including historical amounts written-off, an evaluation of current economic conditions, and assessment of customer collectability. As of March 31, 2021 and June 30, 2020 no allowance for doubtful accounts was recorded as all amounts were considered collectible.

 

Employee Stock-Based Compensation

 

The Company recognizes stock-based compensation expense related to grants to employees or service providers based on grant date fair values of common stock or the stock options, which are amortized over the requisite period, as well as forfeitures as they occur.

 

The Company values the options using the Black-Scholes Merton (“Black Scholes”) method utilizing various inputs such as expected term, expected volatility and the risk-free rate. The expected term reflects the application of the simplified method, which is the weighted average of the contractual term of the grant and the vesting period for each tranche. Expected volatility is derived from a weighted average of volatility inputs for comparable software and technology service companies. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected life of the award.

 

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Research and Development Costs

 

Research and development expenses are expensed as incurred, and include payroll, employee benefits and stock-based compensation expense. Research and development expenses also include third-party development and programming costs. Given the nascent industry and uncertain market environment the Company operates in, research and development costs are not capitalized.

 

Recently Issued Pronouncements

 

Financial Instruments – Credit Losses

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates (Accounting Standards Codification – “ASC” 326). The Company will be required to use a forward-looking expected credit loss model for accounts receivable, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities, if any, will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. As an emerging growth company, the Company does not expect to adopt this standard prior to July 1, 2023.

 

Results of Operations for the Nine Months Ended March 31, 2021 Compared to March 31, 2020

 

Revenue

 

   For the Nine Months Ended     
   March 31,   Change 
   2021   2020   $   % 
Software Services  $2,126   $1,260   $866    69%
Software License/Software as a Service   309    144    165    115%
Total Revenue  $2,435   $1,404   $1,031    73%

 

Total revenue for the nine months ended March 31, 2021 was $2,434,551 compared to $1,403,756 for the nine months ended March 31, 2020, an increase of approximately 73%, This growth is attributable to an increase in the average size of contracts. We define the average size of contracts as the average dollar amount attributed to contracts the Company signed with customers during a period. The average size of contracts for our larger customers, defined as those customers comprising 10% or more of total revenue in a period, increased by approximately 94% on average period-to-period and by approximately 49% on average period-to-period for our other customers. As detailed in the Economic Dependence section below, due to the consistent oscillation in Customer Concentration from period-to-period, we do not view it to be material issue at this time.

 

We break out our revenues into two main categories – Software Services and Software License. Software Services revenues are primarily comprised of VR/AR projects, solutions and consulting retainers, and Software License revenues are comprised of the sale of our internally developed VR/AR software as licenses or as software-as-a-service (“SaaS”).

 

For the nine months ended March 31, 2021, Software Services revenue was $2,126,025 compared to $1,260,153 for the nine months ended March 31, 2020, an increase of approximately 69%. This growth is attributable to an increase in the average size of contracts . The average size of Software Services contracts of our larger Software Services customers, defined as those customers comprising 10% or more of Software Services in a period, increased by approximately 84% on average period-to-period and by approximately 59% on average period-to-period for our other Software Services customers.

 

Of the total Software Services revenue for the nine months ended March 31, 2021, approximately 64% was derived from VR/AR projects and solutions, while approximately 36% was derived from VR/AR related consulting retainers. Of the total Software Services revenue for the nine months ended March 31, 2020, approximately 81% was derived from VR/AR projects and solutions, while approximately 19% was derived from VR/AR related consulting retainers.

 

For the nine months ended March 31, 2021, Software License revenue was $308,526 compared to $143,603 for the for the nine months ended March 31, 2020, an increase of approximately 115%. This growth is attributable to an increase in the average size of contracts. The average size of Software License contracts of our larger Software License customers, defined as those customers comprising 10% or more of Software License in a period, increased by approximately 472% on average period-to-period and by approximately 164% on average period-to-period for our other Software License customers. As the VR and AR industries continue to mature, we expect our Software License revenue to continue to grow on an absolute basis and as an overall percentage of total revenue.

 

Cost of Revenue

 

Cost of revenue for the nine months ended March 31, 2021 was $1,277,907 compared to $883,097 for the nine months ended March 31, 2020, an increase of approximately 45%. Cost of revenue was primarily attributable to internal staffing costs and, to a lesser degree, third-party expenses.

 

For the nine months ended March 31, 2021, our gross profit was $1,156,644 representing a gross profit margin of approximately 48%, compared to a gross profit of $520,659 representing a gross profit margin of approximately 37% for the nine months ended March 31, 2020. The increase in gross profit margin was primarily due to an increase in Software License revenue and improved Software Services project management. Our cash gross profit margin, excluding stock option based cost of revenue expenses, was approximately 68% for the nine months ended March 31, 2021 compared to approximately 52% for the nine months ended March 31, 2020.

 

For the nine months ended March 31, 2021 and 2020, internal staffing was approximately $1,215,211 (95% of total Cost of Revenue) and $771,276 (87% of total Cost of Revenue), respectively. As we expand our internal headcount of engineers, software developers and 3D artists we have had less of a need to staff externally – a benefit of increased scale in the business.

 

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Operating Expenses

 

Operating expenses for the nine months ended March 31, 2021 were $4,350,906 compared to $4,080,636 for the nine months ended March 31, 2020, an increase of approximately 6.6%, primarily due to an increase in research and development expenses. 

  

Sales and Marketing

 

Sales and marketing expenses for the nine months ended March 31, 2021 were $1,012,851 compared to $1,028,156 for the nine months ended March 31, 2020, a decrease of approximately 1.5%. Increases in headcount were offset by decreases in commissions. As our subsidiary companies continue to establish initial market traction and grow their revenue base, we expect to increase our business development and sales headcount.

 

For the nine months ended March 31, 2021, non-cash stock option and common stock expenses relating to sales and marketing included approximately $311,000 of employee and vendor compensation expenses, comprising approximately 31% of total sales and marketing expenses. For the nine months ended March 31, 2020, non-cash stock option and common stock expenses relating to sales and marketing included approximately $170,000 of employee and vendor compensation expenses, comprising approximately 17% of total sales and marketing expenses. This non-cash period-to-period increase was primarily due to the hiring of temporary staff, which were compensated with stock options only.

 

Research and Development

 

Research and development expenses for the nine months ended March 31, 2021 were $1,994,523 compared to $1,739,657 for the nine months ended March 31, 2020, an increase of approximately 15%. Going forward, we expect research and development costs to continue to increase as we continue to develop and commercialize our software products.

 

For the nine months ended March 31, 2021, non-cash stock option expenses relating to research and development included approximately $887,000 of employee compensation expenses, comprising approximately 44% of total research and development expenses. For the nine months ended March 31, 2020, non-cash stock option expenses relating to research and development included approximately $932,000 of employee compensation expenses, comprising approximately 54% of total research and development.

 

General and Administrative

 

General and administrative expenses for the nine months ended March 31, 2021 were $1,343,532 compared to $1,312,823 for the nine months ended March 31, 2020, an increase of 2.3%. Increases in cash compensation and headcount were offset by a decrease in non-cash stock and option compensation.

 

For the nine months ended March 31, 2021, non-cash stock option and common stock expenses relating to general and administrative included approximately $585,000 of employee, board of directors and other compensation expenses, comprising approximately 44% of total general and administrative expenses. For the nine months ended March 31, 2020, non-cash stock option and common stock expenses relating to general and administrative included approximately $647,500 of employee, board of directors and other compensation expenses, comprising approximately 49% of total general and administrative expenses.

 

Other Income (Expenses)

 

Other income (expenses), net for the nine months ended March 31, 2021 consisted of other net expenses of $54,338 compared to other net expenses of $23,033 for the nine months ended March 31, 2020, an increase of approximately 136%. The increase was primarily due to non-cash expenses of $515,464 due to conversions of unsecured Convertible Promissory Notes 1 (the “December 2019 Notes”, as detailed below) and a $68,793 increase in non-cash interest expense as a result of the Company incurring interest for seven months on the December 2019 Notes during the nine months ended March 2021 compared to only three months of interest for the nine months ended March 31, 2020. These expenses were offset by non-cash income related to the $548,885 forgiveness of the Company’s Paycheck Protection Program (PPP1) loan.

 

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Net loss

 

   For the Nine Months Ended     
   March 31,   Change 
   2021   2020   $   % 
Total revenue  $2,435   $1,404   $1,031    73%
Cost of sales   1,278    883    395    45 
Gross profit   1,157    521    636    122 
Total operating expenses   4,351    4,081    270    7 
Loss from operations before other income and expense   (3,194)   (3,560)   366    (10)
Other income and expense, net   (54)   (23)   (31)   135 
Net Loss  $(3,248)  $(3,583)  $335    (9)%

 

For the nine months ended March 31, 2021, we incurred a net loss of $3,248,600 compared to a net loss of $3,583,010 for the nine months ended March 31, 2020, an improvement of approximately 9% period-to-period primarily driven by an increase in revenue and profit margins.

 

Non-GAAP Financial Measures

 

As disclosed and defined previously, we use and rely on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the following non-GAAP financial measures in planning, forecasting and analyzing future periods. Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.

 

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The following table presents a reconciliation of net loss to Adjusted EBITDA for the nine months ended March 31, 2021 and 2020:

 

   For Nine Months Ended   For Nine Months Ended 
   March 31, 2021   March 31, 2020 
Net loss  $(3,248,600)  $(3,583,010)
Interest expense, net   97,325    23,033 
Depreciation and amortization   18,162    16,084 
EBITDA (loss)   (3,133,113)   (3,543,893)
Forgiveness of PPP1 Loan and related   (558,885)   - 
Stock based compensation expenses   2,336,158    1,928,948 
Stock based acquisition related expenses   -    84,200 
Loss on conversion of convertible notes   515,464    - 
Adjusted EBITDA (loss)  $(840,376)  $(1,530,745)

 

Results of Operations for the Year Ended June 30, 2020 Compared to the Year Ended June 30, 2019

 

Revenue

 

   For the Year Ended         
   June 30,   Change 
   2020   2019   $   % 
   (in thousands) 
Software Services  $1,777   $922   $855    93%
Software License/Software as a Service   168    61    107    175%
Total Revenue  $1,945   $983   $962    98%

 

Total revenue for the year ended June 30, 2020 was $1,945,315 compared to $983,182 for the year ended June 30, 2019, an increase of 98%. We break out our revenues into two main categories – Software Services and Software License. Software Services are primarily comprised of VR/AR projects, solutions and consulting retainers, and Software License are comprised of the sale of our internally developed VR/AR software as licenses or as software-as-a-service (“SaaS”).

 

For the year ended June 30, 2020, Software Services revenue was $1,777,447 compared to $921,765 for the prior year, an increase of 93%. This growth is attributable to an increase in the average size of contracts, which increased by 78% on average period-to-period. For the year ended June 30, 2020, Software License revenue was $167,868 compared to $61,417 for the prior year, an increase of 173%. This growth is attributable to an increase in the average size of contracts, which increased by 82% on average period-to-period. As the VR and AR industries continue to mature, we expect our Software License revenue to continue to grow on an absolute basis and as an overall percentage of total revenue.

 

Cost of Revenue

 

Cost of revenue for the year ended June 30, 2020 was $1,137,193 compared to $424,967 for the year ended June 30, 2019, an increase of 168%. Cost of revenue was primarily attributable to internal staffing costs and, to a lesser degree, third-party expenses.

 

For the year ended June 30, 2020, our gross profit was $808,122 representing a gross profit margin of approximately 42%, compared to a gross profit of $558,215 representing a gross profit margin of approximately 57% for the year ended June 30, 2019. The decrease in gross profit margin was primarily due to increased costs relating to several Software Services projects during the year ended June 30, 2020. Our cash gross profit margin, excluding stock option based cost of revenue expenses, was approximately 53% for the year ended June 30, 2020 compared to approximately 64% for the year ended June 30, 2019.

 

For the years ended June 30, 2020 and 2019, internal staffing was approximately $1,018,000 (90% of total Cost of Revenue) and $308,000 (72% of total Cost of Revenue), respectively.

 

Operating Expenses

 

Operating expenses for the year ended June 30, 2020 were $5,728,600 compared to $6,141,485 for the year ended June 30, 2019, a decrease of approximately 7%. The decrease was primarily due to decreases in non-cash compensation expenses of approximately $789,500 and cash legal expense of approximately $223,000, partially offset by increases of approximately $473,500 in cash operating expenses (primarily cash compensation and rent) and a non-cash goodwill impairment expense of approximately $140,000.

 

Sales and Marketing

 

Sales and marketing expenses for the year ended June 30, 2020 were $1,462,701 compared to $1,182,240 for the year ended June 30, 2019, an increase of approximately 24%. As reflected in our revenue growth, our subsidiary companies continued to establish initial market traction, which warranted an increase in our business development and sales headcount.

 

For the year ended June 30, 2020, non-cash stock option and common stock expenses relating to sales and marketing included approximately $353,000 of employee and vendor compensation expenses, comprising approximately 24% of total sales and marketing expenses for the year ended June 30, 2020. For the year ended June 30, 2019, non-cash stock option and common stock expenses relating to sales and marketing included approximately $250,000 of employee and vendor compensation expenses, comprising approximately 21% of total sales and marketing expenses.

 

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Research and Development

 

Research and development expenses for the year ended June 30, 2020 were $2,430,752 compared to $2,565,277 for the year ended June 30, 2019, a decrease of 5%. Research and development costs were lower comparatively primarily due to a one-time decrease in intellectual property related legal expenses. Going forward, we expect research and development costs to increase as we continue to develop and commercialize our software products.

 

For the year ended June 30, 2020, non-cash stock option expenses relating to research and development included approximately $1,266,911 of employee compensation expenses, comprising approximately 52% of total research and development expenses for the year ended June 30, 2020. For the year ended June 30, 2019, non-cash stock option expenses relating to research and development included approximately $1,314,000 of employee compensation expenses, comprising approximately 51% of total research and development expenses.

 

General and Administrative

 

General and administrative expenses for the year ended June 30, 2020, were $1,835,147 compared to $2,393,968 for the year ended June 30, 2019, a decrease of approximately 23%. The decrease was primarily due to a reduction of approximately $702,000 in non-cash stock option compensation expenses for board of directors and advisors, and a reduction of non-cash stock expense for employees, a non-cash stock expense to vendors, and a non-cash stock expense for the satisfaction of a contingent liability related to a previous acquisition totaling approximately $251,000, partially offset by increases in cash operating expenses of approximately $231,000 (primarily rent and payroll), and a non-cash goodwill impairment expense of approximately $140,000.

 

For the year ended June 30, 2020, non-cash stock option and common stock expenses relating to general and administrative expenses included approximately $920,000 of employee, board of directors and other compensation expenses, comprising approximately 50% of total general and administrative expenses for the year ended June 30, 2020. For the year ended June 30, 2019, non-cash stock option expenses relating to general and administrative included approximately $1,770,000 of employee, board of directors and other compensation expense, comprising approximately 75% of total general and administrative expenses. The relative year-to-year increase was due primarily to a one-time stock option issuance to the board of directors and advisors.

 

Impairment Expense

 

In the year ended June 30, 2020, we incurred a non-cash goodwill impairment charge of $139,754 due to a decline in the business performance of a past asset acquisition and a deterioration in its future prospects. There was no goodwill impairment in the year ended June 30, 2019.

 

Other Income (Expense)

 

Net expenses for the year ended June 30, 2020 was $72,872 compared to other income of $6,893 for the year ended June 30, 2019. The increase in other net expense for the year ended June 30, 2020 was primarily due to a non-cash interest expense of $81,455 relating to amortization of convertible note interest payments.

 

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Net loss

 

   For the Year Ended         
   June 30,   Change 
   2020   2019   $   % 
   (in thousands) 
Total revenue  $1,945   $983   $962    98%
Cost of sales   1,137    425    712    168 
Gross profit   808    558    250    45 
Total operating expenses   5,729    6,141    (412)   (7)
Loss from operations before other income and expense   (4,921)   (5,583)   662    (12)
Other income and expense, net   (72)   7    (79)   (1,129)
Net Loss  $(4,993)  $(5,576)  $583    (10)%

 

For the year ended June 30, 2020, we incurred a net loss of $4,993,350 compared to a net loss of $5,576,377 for the year ended June 30, 2019, a decrease of approximately 10%.

 

Reconciliation of Non-GAAP Financial Measures

 

As disclosed above, our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The following table presents a reconciliation of net loss to Adjusted EBITDA for the years ended June 30, 2020 and 2019:

 

   For the year ended
June 30, 2020
  

For the year ended
June 30, 2019

 
Net loss  $(4,993,350)  $(5,576,377)
Other expense (income), net   72,872    (6,893)
Depreciation   20,222    21,980 
EBITDA (loss)   (4,900,256)   (5,561,290)
Goodwill impairment expense   139,754    - 
Stock based compensation expenses   2,652,020    3,162,921 
Stock based acquisition related expenses   131,066    231,101 
Adjusted EBITDA (loss)  $(1,977,416)  $(2,167,268)

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons.

 

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Liquidity and Capital Resources

 

   For the Nine Months Ended     
   March 31,    Change 
   2021   2020   $   % 
   (in thousands) 
Net cash used in operating activities  $(1,037)  $(1,524)  $487    (32)%
Net cash used in investing activities   (17)   (11)   (6)   55 
Net cash provided by financing activities   2,423    1,203    1,220