Form 8-K

8-K — Glimpse Group, Inc.

Accession: 0001493152-26-032261

Filed: 2026-07-07

Period: 2026-06-30

CIK: 0001854445

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001854445

2026-06-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 30, 2026

THE

GLIMPSE GROUP, INC.

(Exact name of registrant

as specified in its charter)

Nevada

001-40556

81-2958271

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

West 38th St., 12th Floor

New

York, NY 10018

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (703)-594-7496

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

GGRP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

Master

Purchase Agreement

June 30, 2026, The Glimpse Group, Inc. (the “Company”) entered into a Master Purchase Agreement (the “Purchase Agreement”)

with Glimpse Learning, Inc., a newly-formed Wyoming company (the “Buyer”), pursuant to which the Company agreed to sell to

Buyer all of the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC, a Nevada limited liability

company and wholly owned subsidiary of the Company (the “Subsidiary”), together with certain assigned assets used exclusively

in the Subsidiary’s business. Lyron Bentovim, the Company’s former President and Chief Executive Officer, former Chairperson

of the Company’s Board of Directors, and current beneficial owner of approximately 5% of the Company’s outstanding common

stock, is the largest shareholder of the Buyer owning approximately 50.6% of the Buyer’s outstanding common stock prior to entry

into the Purchase Agreement. No other material relationships exist between the Company and the Buyer.

The

purchase price for the Shares and assigned assets consists of: (i) the issuance to the Company of 1,999,999 shares of common stock of

Buyer, representing a 19.99% equity interest in Buyer on a fully diluted basis; (ii) ongoing royalty payments as described below; and

(iii) the assumption by Buyer of certain specified liabilities associated with the assigned assets. The purchase price of the Shares

and assigned assets was determined by arm’s length negotiations between Buyer and the Company following Mr. Bentovim’s departure

from the Company.

The

assigned assets include: (a) certain technology, embodiments, and all intellectual property rights related thereto, including four U.S.

patents and various software platforms and solutions; (b) business assets exclusively used in the business, including computers, office

equipment, and other tangible personal property; and (c) all of the Company’s rights under assigned contracts exclusive to the

business.

Under

the Purchase Agreement, Buyer is obligated to pay the Company: (a) seven percent (7%) of all revenue collected by Buyer, the Subsidiary,

or their affiliates from July 1, 2027 through December 31, 2027; and (b) ten percent (10%) of all revenue collected by Buyer, the Subsidiary,

or their affiliates on or after January 1, 2028. Royalty payments will cease once the Company has received an aggregate of $1,200,000

in royalty payments. Buyer has the option, at its sole discretion, to buy out the royalty obligation on December 30, 2027, by paying

the Company $1,000,000 in cash, less any royalty payments previously made. In the event of a Change of Control of Buyer (as defined in

the Purchase Agreement) or upon a violation of certain covenants, Buyer is required to pay the Company an amount equal to $1,200,000

minus any royalty payments previously made, within 60 days of the occurrence of the Change of Control.

The

Company has agreed to pay Buyer: (i) a revenue share payment of $58,000 on or before September 30, 2026, representing a portion of an

invoice to the National Institutes of Health for services to be provided after closing; and (ii) payments of $18,000 each on December

1, 2026 and March 1, 2027. As an agreed working capital adjustment, the Company paid the Buyer $200,000 on June 30, 2026 in connection

with the closing of the transaction.

The

Purchase Agreement contains customary representations and warranties, covenants and agreements of the Company and Buyer. The representations

and warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the Company

or any of the parties to the Purchase Agreement.

The

foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase

Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item

2.01. Completion of Acquisition or Disposition of Assets.

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

reference.

Item

7.01 Regulation FD Disclosure.

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

hereto as Exhibit 99.1.

The information in this Item

7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act

of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly

set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial

Information

The

following unaudited pro forma condensed consolidated financial statements of the Company reflecting the sale of Glimpse Learning, LLC

are filed as Exhibit 99.2 to this Current Report and are incorporated herein by reference:

● Unaudited

Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;

● Unaudited

Pro Forma Condensed Consolidated Statements of Operations for the nine months ended March

31, 2026 and for the year ended June 30, 2025;

● Notes

to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d)

Exhibits

Exhibit

No.

Description

10.1

Master Purchase Agreement, dated as of June 30, 2026, by and between the Company and Glimpse Learning, Inc.

99.1

Press Release, dated July 7, 2026.

99.2

Unaudited Pro Forma Condensed Consolidated Financial Information of the Company.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

THE

GLIMPSE GROUP, INC.

Date:

July 7, 2026

/s/

Tyler Gates

Name:

Tyler

Gates

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution

Version

MASTER

PURCHASE AGREEMENT

Dated

as of June 30, 2026

This

Master Purchase Agreement (the “Agreement”) is made and entered into as of the date set forth above (the “Effective

Date”) by and among: (1) The Glimpse Group, Inc., a Nevada corporation (“Seller”) and (2) Glimpse Learning,

Inc (“Buyer”), a Wyoming company; each a Party and jointly the Parties.

RECITALS

WHEREAS

Seller owns all the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC a Nevada

Limited Liability company (the “Subsidiary”);

WHEREAS

the Subsidiary is a provider of immersive software and related services as detailed in Exhibit 1; and

WHEREAS

Seller wishes to sell to Buyer, and Buyer desires to purchase from Seller, the Shares subject to the terms and conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, and the performance of each,

the parties hereto, intending to be legally bound, agree as follows:

Article

Definitions

Section

1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, as used herein, the following terms shall

have the following respective meanings:

“Action”

means

any action, suit, proceeding, complaint, claim, charge, hearing, labor dispute, inquiry or

investigation before or by a Governmental Authority or an arbitrator.

“Affiliate”

means,

subsidiary or related entity, or, with respect to any Person, any (a) officer or director

of such Person, (b) spouse, parent, sibling or descendant (including adopted or stepchildren)

of such Person (or a spouse, parent, sibling or descendant (including adopted or stepchildren)

of any director or officer of such Person) and (c) any other Person that, directly or indirectly,

through one or more intermediaries, controls, or is controlled by, or is under common control

with, such Person. The terms “control” and “controlled”

include, without limitation, the possession, directly or indirectly, of the power to direct

the management and policies of a Person, whether through the ownership of voting securities,

board of directors membership, by contract or otherwise.

“Assigned

Assets & Liabilities”

has

the meaning set forth in Section 2.1(a).

“Assigned

Assets”

refers

to (a) the Technology and Embodiments and all Intellectual Property Rights related thereto, (b)

Business Assets, and (c) all of Seller’s rights under the Assigned Contracts, collectively.

“Assigned

Contracts”

means

all the Contracts exclusive to the Business at Closing that are listed on Exhibit 5.

“Bill

of Sale”

means

that certain Bill of Sale between Seller and Buyer, substantially in the form attached hereto as

Exhibit 3.

“Business”

means

the

of immersive technology software and services business of the Subsidiary focused primarily

on the higher education and healthcare segments as conducted on the Closing Date.

“Business

Assets”

means

the following assets that are exclusively used in the Business that exist on the Closing Date: (a) all business and

marketing plans, worldwide marketing rights, software, websites, customer and supplier records (b) computers, office

equipment and other tangible personal property owned (i.e., not leased), in each case of (a) and (b) that are listed

in Exhibit 2.

“Closing

Date”

has

the meaning set forth in Section 2.4.

“Embodiment(s)”

mean

all documentation, drafts, papers, designs, schematics, diagrams, models, prototypes, source

and object code (in any form or format and for all hardware and software platforms), computer-stored

data, diskettes, manuscripts and other items describing Technology.

“Fundamental

Documents”

mean

the documents by which any Person (other than an individual) establishes its legal existence, or which govern its

internal affairs, as in effect from time to time including any amendments thereto. For example, the “Fundamental

Documents” of a corporation would be its certificate or articles of incorporation and bylaws, each as

may be amended from time to time.

“Governmental

Authority”

Means

any court, administrative agency, tribunal, department, bureau or commission or other governmental authority or

instrumentality, domestic or foreign, federal, state, municipal or local subject to the laws of the state of New

York, USA.

“Intellectual

Property Rights”

means,

collectively, all worldwide patents, patents, patent applications, patent rights, copyrights, copyright registrations,

common law rights, moral rights, trade names, trademarks, service marks, domain names and registrations and/or

applications for all the foregoing, trade secrets, know-how, mask work rights, rights in trade dress and packaging,

goodwill and all other intellectual property rights and proprietary rights

“Knowledge”

means

the actual knowledge of Tyler Gates in the case of Seller, and Lyron Bentovim, in the case

of Buyer, and the knowledge that such persons would reasonably be expected to obtain in the

course of diligently performing his or her duties, including the knowledge that they would

have obtained if they had made reasonable inquiry of their direct subordinates or reports

or such other persons who would be expected to have knowledge of the matter in question.

“Law”

means

any constitution, law, statute, treaty, rule, directive, requirement, regulation or order

of, or promulgated by, any Governmental Authority.

“Liability”

or “Liabilities”

mean

any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent,

accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when

asserted

“Lien”

means

any lien, security interest, pledge, bailment (in the nature of a pledge or for purposes

of security), mortgage, deed of trust, the grant of a power to confess judgment, conditional

sale or title retention agreement (including any lease in the nature thereof), claim, charge,

encumbrance, encroachment, right-of-way, easement, reservation, restriction, cloud, right

of first refusal or first offer, option, or other similar arrangement or rights (including

any restriction on (a) the voting of any security or the transfer of any security or other

asset, (b) the receipt of any income derived from any asset, (c) the use of any asset, and

(d) the possession, exercise or transfer of any other attribute of ownership of any asset).

“Loss”

or “Losses”

means

any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest,

awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees

and the cost of enforcing any right to indemnification hereunder.

“NIH”

has

the meaning set forth in Section 2.6.

“NIH

Invoice”

has

the meaning set forth in Section 2.6.

“NIH

Revenue Share”

has

the meaning set forth in Section 2.6.

“Non-Assignable

Contract”

has

the meaning set forth in Section 2.3.

“Person”

shall

be construed broadly and shall include an individual, a partnership (general or limited),

a corporation, a limited liability company, an association, a joint stock company, a trust,

a joint venture, an unincorporated organization, any other entity and any Governmental Authority

(or any department, agency or political subdivision thereof).

“Representative(s)”

means,

with respect to any Person, each of such Person’s Affiliates and its and their respective

directors (and Persons in similar positions), officers, and employees, shareholders (if such

Person is a corporation, a company limited by shares or similar entity), participants or

members (if such Person is a limited liability company or similar entity), partners (if such

Person is a partnership or similar entity), attorneys-in-fact, financial advisers, counsel,

and other agents and third-party representatives, including independent contractors such

as sales representatives, consultants, intermediaries, contractors, and distributors and

anyone acting on behalf of the Person.

“Tax”

or “Taxes”

means

all U.S. federal, state, local or non-U.S. taxes, including, but not limited to, income, gross income, gross

receipts, capital, production, excise, employment, sales, use, transfer, transfer gain, ad valorem, premium,

profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment,

disability, worker’s compensation, payroll, utility, windfall profit, custom duties, personal property,

real property, escheat, unclaimed property, environmental, registration, alternative or add-on minimum, estimated

and other taxes, governmental fees or like charges of any kind whatsoever, including any interest, penalties

or additions thereto whether disputed or not (whether payable directly or by withholding and whether or not

requiring the filing of a Tax Return), and shall include any liability for such amounts as a transferee or

a result either of being a member of a combined, consolidated, unitary or affiliated group or of a contractual

obligation to indemnify any person or other entity.

“Tax

Return”

means

any return, report, information return or other document (including any related or supporting information) filed or

required to be filed with any governmental body in connection with the determination, assessment, collection or administration

of any Taxes.

“Technology”

means

all

inventions, technology, algorithms, ideas, concepts, processes, business plans, documentation,

financial projections, models and any other items that are exclusively used in the Business

on the Closing Date and that are listed on Exhibit 1 of this Agreement.

“Third

Party”

means

any Person or group other than Buyer and its Affiliates or Seller and its Affiliates

“Transaction

Agreements”

means

this Agreement and the separate agreements of which a sample is provided in the Exhibits hereto.

Article

Sale

and Purchase

Section

2.1 Sale and Purchase. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer

shall purchase from Seller, the Shares, free and clear of any Lien, all of Seller’s right title and interest in and to the following:

(a) the

Shares; and

(b) the

Assigned Assets; and

NIH Revenue Share.

Section

2.2 Assumption of Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and discharge

or perform when due, the liabilities associated with the Assigned Assets including, without limitation, the following (collectively,

the “Assumed Liabilities”):

(a) all

obligations and liabilities related to the Assigned Assets arising after Closing; and

(b) Seller’s

obligations and liabilities under the Assigned Contracts.

Section

2.3 Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the sale and

transfer of the Assigned Assets, at the Closing, Buyer shall (a) issue to the Seller 1,999,999 shares of common stock of the Buyer representing

a 19.99% equity interest in Buyer on a fully diluted basis (the “Stock Consideration”); (b) pay to the Seller

the royalties specified on Exhibit 6 and, (c) assume the Assumed Liabilities (collectively, the “Purchase Price”)

Section

2.4 Sale at Closing Date. The sale, transfer, assignment and delivery by Seller and its Affiliates of the Assigned Assets and

Assumed Liabilities to Buyer, as herein provided, shall be affected on the Closing Date in accordance with the terms of this Agreement

and of the Transaction Agreements.

Section

2.5 Assignability and Consents. Seller shall, and shall cause its Affiliates (as applicable) to, assign to Buyer all of Seller’s

and each applicable Affiliate’s rights under the Assigned Contracts. Notwithstanding the foregoing, no Assigned Contract shall

be assigned contrary to Law or, in the event any applicable consent or approval is not obtained, contrary to the terms of such Assigned

Contract (any such Assigned Contract, a “Non-Assignable Contract”). The performance obligations of Seller or

its applicable Affiliate under a Non-Assignable Contract shall, unless prohibited by Law or by the terms of such Non-Assignable Contract,

be deemed to be subleased or subcontracted to Buyer at Buyer’s sole cost and expense until such Non-Assignable Contract has expired

or has been assigned to Buyer. With respect to Non-Assignable Contracts, Seller shall, and shall cause its Affiliates (as applicable)

to for 180 days after Closing (or such longer period as the Parties may agree in writing with respect to any specific Non-Assignable

Contract), use commercially reasonable efforts to (a) obtain all necessary consents and approvals and to deliver all required notices

to effect assignment thereof to Buyer, (b) until any necessary consent or approval is obtained, provide Buyer (pursuant to any arrangement

acceptable to Buyer (including a transition services arrangement) the full benefits (including the exercise of rights) and burdens under

any such Non-Assignable Contracts, including enforcement for the benefit of Buyer of any and all rights of Seller or any of its Affiliates

(as applicable) against a third party arising out of the breach or cancellation of any such Non-Assignable Contract or otherwise, (c)

hold all monies paid thereunder in trust for the account and benefit of Buyer and (d) remit all such monies related to the period after

Closing without set-off of any kind whatsoever to Buyer as promptly as possible.

Section

2.6 NIH and Other Payments.

(a) The

Parties acknowledge that the Seller will invoice the National Institutes of Health (NIH)

$167,963 on or about the Closing Date for services to be provided to NIH after Closing (the

“NIH Invoice”). If and when the Seller receives payment of the NIH Invoice,

it will pay the Buyer $58,000 on or before September 30, 2026 (the “NIH Revenue

Share”). The Seller will be responsible to pay Yale University, New Jersey

Institute of Technology and Drexel University any amounts owed to them based on the NIH Invoice.

(b) Seller

will pay the Buyer $18,000 on each of December 1, 2026 and March 1, 2027.

Section

2.7 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take

place simultaneously with the execution of this Agreement on the date hereof (the “Closing Date”) and shall

be conducted remotely via the electronic exchange of documents and signatures. The consummation of the transactions contemplated by this

Agreement shall be deemed to occur at 11:59 p.m. Eastern time on the Closing Date.

Section

2.8 Closing Deliverables.

(a) Seller

Closing Deliverables. At the Closing, Seller shall deliver (or cause to be delivered)

to Buyer or its designee:

(i) a

membership interest power transferring the Shares to the Buyer;

(ii) a

counterpart of the Bill of Sale duly executed by Seller (and, as applicable, its Affiliates);

(iii) a

counterpart of an Assignment and Assumption Agreement with respect to the Assumed Liabilities

duly executed by Seller (the “Assignment and Assumption Agreement”)

(iv) delivery

of the Assigned Assets; and

(v) a

counterpart to the Shareholder Agreement duly executed by Seller (and, as applicable, its

Affiliates).

(b) At

the Closing, Buyer shall deliver (or cause to be delivered) to Seller:

(i) issuance

of the Stock Consideration to the Seller;

(ii) proof

that the Buyer has issued 50,000 shares of Common Stock to each of Woodrow Proctor and Joao

Morais;

(iii) a

counterpart of the Bill of Sale duly executed by Buyer;

(iv) a

counterpart of the Assignment and Assumption Agreement duly executed by Buyer; and

(v) a

counterpart to the Shareholder Agreement duly executed by Buyer and the other parties thereto.

Article

an inducement to, and to obtain the reliance of Buyer, Seller represents and warrants to Buyer, as of the date hereof and as of the Closing

Date, as follows:

Section

3.1 Organization; Good Standing; and Power. Seller is duly organized, validly existing and in good standing under the Laws of

its jurisdiction of incorporation or formation, as the case may be, with full power and authority to enter into this Agreement and perform

its obligations hereunder.

Section

3.2 Title to Assets. Seller and Affiliates thereof own and have, and Buyer at the Closing will acquire, good title to, to the

Shares and each of the Assigned Assets, free and clear of all Liens. Title to all the Assigned Assets currently owned or purported to

be owned by Seller is freely transferable by Seller to Buyer without the consent of any other Person and will be transferred to Buyer

or one of its Affiliates upon the Closing. No licenses or consents from, or payments to, any other Person are or shall be necessary for

Buyer or any of its Affiliates to use any of the Assigned Assets upon and after the Closing in substantially the same manner in which

Seller has used such Assigned Assets prior to the Closing.

Article

Representations

and Warranties of Buyer

Buyer

represents and warrants to Seller, as of the date hereof and as of the Closing Date, as follows:

Section

4.1 Organization; Good Standing; Qualification and Power. Buyer is duly organized, validly existing and in good standing under

the Laws of the United States of America, State of Wyoming, and has all requisite corporate power to carry on its business as presently

being conducted and as contemplated to be conducted. The Buyer has had no operations and was formed solely for purposes of engaging in

the transactions contemplated hereby

Section

4.2 Authorization. Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions

contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer

have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered

by Buyer and, assuming this Agreement constitutes the valid and binding obligation of each of the other parties hereto, constitutes the

valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as limited by Laws relating to the

availability of specific performance, injunctive relief or other equitable remedies.

Section

4.3 Non-contravention. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions

contemplated hereby and compliance with the provisions hereof do not and will not (a) violate any Law to which Buyer or any of its assets

are subject, (b) violate any provision of the Fundamental Documents of Buyer or (c) violate, conflict with, result in a breach of, constitute

(with due notice or lapse of time or both) a default under, result in the acceleration of, create in any Person the right to accelerate,

terminate, modify or cancel, require any notice or consent under, or otherwise give rise to any Liability under, any material Contract

to which Buyer is a party or by which it is bound or to which the properties or Assets of Buyer is subject to.

Section

4.4 Litigation. There is no basis for any Person to assert a claim against Buyer based upon Buyer entering into this Agreement

or the other Transaction Agreements or the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements.

Section

4.5 Capitalization. The authorized capital stock of the Buyer consists of 100,000,000 shares of common stock, $0.0001 par value,

and 10,000,000 of undesignated preferred stock, $0.0001 par value, of which 10,000,000 shares are issued and outstanding immediately

prior to the issuance of the Stock Consideration. All the outstanding shares of capital stock of the Buyer have been duly authorized,

are and will be validly issued, fully paid and non-assessable, and are owned of record and beneficially at Closing as set forth on Schedule

4.5. At Closing, all the Stock Consideration will have been duly authorized, will be validly issued, fully paid and non-assessable. All

the outstanding shares of capital stock of the Buyer were, and the Stock Consideration will be at Closing, issued in compliance with

applicable Laws. No shares of the capital stock of the Buyer have violated, and the issuance of the Stock Consideration will not violate,

any agreement, arrangement or commitment to which Buyer is a party or is subject to or in violation of any preemptive or similar rights

of any Person. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements

or commitments of any character relating to the capital stock of the Buyer or obligating Buyer to issue or sell any shares of capital

stock of, or any other interest in, the Buyer. The Buyer does not have outstanding or authorized any stock appreciation, phantom stock,

profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings

in effect with respect to the voting or transfer of any of capital stick of the Buyer.

Section

4.6 Brokers or Finders. There are no claims, and will not be any claims, for brokerage commissions or finder’s fees or similar

compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of Buyer.

Article

Covenants

Section

5.1 Non-Disparagement and Release.

(a)

From and after the Closing Date, neither Party nor any of its Affiliates or Representatives who are a party hereto shall in any way to

any Person or Governmental Authority, denigrate or derogate the other party or any of their Affiliates or Representatives, or any product

or service or procedure of any of the foregoing. A statement shall be deemed denigrating or derogatory to any Person if it adversely

affects the regard or esteem in which such Person is held by customers, investors, lenders or licensing, rating, or regulatory entities.

Notwithstanding the foregoing, nothing in this Section shall prohibit any Party from (a) making truthful statements in connection with

any legal proceeding, governmental investigation, or regulatory filing, (b) responding to a subpoena or other legal process, (c) making

truthful statements to any governmental authority in connection with any investigation or inquiry, or (d) enforcing its rights under

this Agreement or any Transaction Agreement.

Section

5.2 Confidential Information. Neither Party shall, directly or indirectly, disclose to any Person or use any information not in

the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the

business and operations of the Assigned Assets (or any portion thereof), the other Party or any of its Subsidiaries, including but not

limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information,

contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the

revenues, costs or profits associated with the Assigned Assets), business plans, code books, invoices and other financial statements,

computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry

lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any

other compilation of information, written or unwritten, which is or was used in connection with the Assigned Asset or the business of

the other Party or any of its Affiliates.

Section

5.3 Certain Payments or Instruments Received from Third Parties. To the extent that, after the Closing, a party receives any payment

that is for the account of the other according to the terms of this Agreement, the party receiving the payment will promptly deliver

such amount or instrument to the other, as applicable. Notwithstanding the foregoing, each party hereby undertakes to promptly direct

or forward all bills, invoices or similar instruments to the appropriate party.

Section

5.4 Publicity. Buyer shall not issue or cause the publication of any press release or other public announcement with respect to

the transactions contemplated herein without the prior written consent of Seller until after the Closing Date, after which the Seller

shall have the right, but not the obligation, to first issue a public company press release regarding the transaction before buyer can

issue a press release.

Section

5.5 Tax Returns and Tax Liability. Seller will be responsible for the preparation and filing of all Tax Returns for Taxes with

respect to Seller for any Tax period and with respect to the Assigned Assets for any period ending on or before the Closing Date, and

such Tax Returns shall be prepared in accordance with applicable Law and consistent with past practice. Seller will be responsible for

and will pay all Taxes required with respect to any such Tax Returns. Seller shall pay any Tax liability, including, for the avoidance

of doubt, any interest, penalties, or additions thereto, attributable to the Assigned Assets for any period up to the Closing. Buyer

will be responsible for the preparation and filing of all Tax Returns for Taxes with respect to Buyer for any Tax period and with respect

to the Assigned Assets for any period ending after the Closing Date, and such Tax Returns shall be prepared in accordance with applicable

Law and consistent with past practice. Buyer will be responsible for and will pay all Taxes required with respect to any such Tax Returns.

Buyer shall pay any Tax liability, including, for the avoidance of doubt, any interest, penalties, or additions thereto, attributable

to the Assigned Assets for any period from and after the Closing. All transfer, documentary, sales, use, stamp, registration, value added

and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property

transfer Tax and any other similar Tax) shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any Tax

Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section

5.6 Exclusive Dealing. During the period from the date of this Agreement to the earlier of the Closing or the termination of this

Agreement in accordance with its terms, Seller shall not take, and shall direct and cause its Representatives to refrain from taking,

any action to, directly or indirectly, encourage, initiate, solicit or engage in discussions or negotiations with, or provide any information

to, any Person, other than Buyer (and its Affiliates and Representatives), concerning any material asset of any of the Assigned Assets

or any merger, contribution, recapitalization or similar transaction involving the Assigned Assets. Immediately following the execution

of this Agreement, Seller will, and will direct each of its Representatives to, terminate any existing discussions or negotiations with

any Persons, other than Buyer (and its Affiliates and Representatives), concerning Assigned Assets or any investment in or any merger,

contribution, recapitalization or similar transaction involving any Assigned Asset.

Section

5.7 Notice of Certain Events. Each Party shall give notice to the other Party of any breach by such Party of its representations,

warranties, covenants or agreements hereunder.

Section

5.8 Non-Solicitation. After the Closing date, and for a period of the following 3 years Seller and its subsidiary companies shall

not, directly or indirectly, solicit for employment any employees, contractors, or customers of Buyer; provided, however, that general

solicitations of employment not directed at employees of the Buyer will not be deemed a violation of this provision.

Section

5.9 Further Assurances. Each Party agrees that from time to time, whether before, at or after the Closing, the other Party will

take such other actions as reasonably necessary to: (i) furnish, upon request to a Party such information as a Party may reasonably request;

(ii) execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate

to carry out the purposes and intent of this Agreement, (iii) effectuate the assignment of the Assigned Assets by Seller to Buyer, and

(iv) perform any other acts deemed necessary to carry out the intent of this Agreement.

Article

Employees

and Consultants

Section

6.1 Employees and Consultants. As a condition to Closing, Buyer shall secure the resignation of each employee and Consultant

listed on Exhibit 4 (the “Employees”) effective on July 1, 2026, shall assume any cost, obligations or expenses of

such employees from and after July 1, 2026, and shall indemnify Seller for any claims made by any such employee or Consultant arising

in connection with the Closing. For the avoidance of doubt, Seller shall remain responsible for all claims by any employee or Consultant

arising from acts, omissions, or conditions occurring or existing prior to the Closing Date, regardless of when such claims are asserted.

If needed, Seller shall take all actions necessary to terminate the employment of each Employee effective as of the date immediately

following the Closing Date and hereby waives all restrictive covenants with respect to each Employee’s service to Buyer and its

Affiliates following the Closing Date. The Buyer will hire as employees or Consultants all of the Employees effective as of July 1, 2026

and will provide substantially similar compensation and benefits to the Employees; provided, however, that if the Buyer does not have

group health care benefits in place as of Closing, the Buyer will pay 100% of each Employee’s cost for any benefits they elect

to continue under COBRA.

Article

Indemnification

Section

7.1 Survival of Representations and Warranties. Each of the representations and warranties made by Seller and Buyer in this Agreement

and in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing for 24 months. All claims

for fraud, willful misconduct or intentional misrepresentation shall survive indefinitely. The parties further acknowledge that the time

periods set forth in this Section 7.1 for the survival of representations, warranties and covenants and the assertion of claims

under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to

be enforced as agreed by the parties.

Section

7.2 Indemnification by Seller.

(a)

From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its Representatives (collectively, the “Purchaser

Indemnified Parties”) from and against, and save and hold each of them harmless from and against, and pay on behalf of or reimburse

such Purchaser Indemnified Party for, any Loss which any such Purchaser Indemnified Party may suffer, sustain or become subject to, as

a result of, in connection with, relating or incidental to or by virtue of:

(i)

any misrepresentation or breach of a representation or warranty of Seller (or, as applicable, its Affiliates) set forth in this Agreement

or any certificate, schedule, exhibit or annex or other document furnished by Seller (or, as applicable, its Affiliates) pursuant to

this Agreement or the other Transaction Agreements;

(ii)

any failure of Seller (or, as applicable, its Affiliates) to perform or observe any term, provision, covenant or agreement contained

in this Agreement or the other Transaction Agreements, or in any other agreement contemplated hereby or thereby;

(iii)

fraud, willful breach or intentional misrepresentation on the part of Seller or, as applicable, its Affiliates.

(b)

All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby

Section

7.3 Indemnification by Buyer.

(a)

From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and its Representatives (collectively, the “Seller

Indemnified Parties”) from and against, and save and hold each of them harmless from and against, and pay on behalf of or reimburse

such Seller Indemnified Party for, any Loss which any such Seller Indemnified Party may suffer, sustain or become subject to, as a result

of, in connection with, relating or incidental to or by virtue of:

(i)

any misrepresentation or breach of a representation or warranty of Buyer (or, as applicable, its Affiliates) set forth in this Agreement

or any certificate, schedule, exhibit or annex or other document furnished by Buyer (or, as applicable, its Affiliates) pursuant to this

Agreement or the other Transaction Agreements;

(ii)

any failure of Buyer (or, as applicable, its Affiliates) to perform or observe any term, provision, covenant or agreement contained in

this Agreement or the other Transaction Agreements, or in any other agreement contemplated hereby or thereby; or

(iii)

fraud, willful breach or intentional misrepresentation on the part of Buyer or, as applicable, its Affiliates.

(c)

All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby.

Article

General

Section

8.1 Entire Agreement. This Agreement and the other Transaction Agreements constitute the entire agreement among the parties hereto

and supersede any prior understandings, agreements or representations by or among such parties, written or oral, that may have related

in any way to the subject matter of this Agreement among any of Seller or Buyer or its Affiliates.

Section

8.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their

respective successors and permitted assigns. Seller, unless acquired by a third party, may not assign this Agreement or any of its rights,

interests, or obligations hereunder without the prior written approval of Buyer hereto.

Section

8.3 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic method),

each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

Section

8.4 Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be

in writing and signed by each of Buyer and Seller. No waiver by any party hereto of any default, misrepresentation, or breach of warranty

or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or

breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party to this Agreement, whether or not

such party has signed such amendment or waiver.

Section

8.5 Incorporation of Annexes, Disclosure Schedule and Exhibits. The schedules and annexes attached hereto, and the exhibits identified

in this Agreement are incorporated herein by reference and made a part hereof.

Section

8.6 Independence of Representations and Warranties. All representations and warranties hereunder shall be given independent effect

so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty

concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation

and warranty hereunder.

Section

8.7 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest

extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any

particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable

for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this

Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision

in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited

or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions

of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section

8.8 Relationship of the Parties. This Agreement has been negotiated on an arm’s length basis between the parties and is

not intended to create a partnership, joint venture or agency relationship between the parties.

Section

8.9 Expenses. Except as otherwise expressly provided herein, all costs and expenses incurred in connection with this Agreement

and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section

8.10 No Further Representations. Except for the specific representations and warranties expressly made by Seller in Article 3,

Seller does not make and has not made any representation or warranty, express or implied, at Law or in equity, in respect of the Subsidiary,

the Business, the Assigned Assets, the Assumed Liabilities, or any other or related assets, liabilities, operations, prospects or conditions

(financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets Buyer is acquiring

the Assigned Assets, assuming the Assumed Liabilities and otherwise engaging in the Transaction subject only to the specific representations

and warranties contained in Article 3. Seller disclaims any representation or warranty made by any Person that is not contained in Article

3. Buyer disclaims that it relies upon or has relied upon any representations or warranties not contained in Article 3.

Section

8.11 Exhibit List. The following Exhibits are incorporated into the Agreement.

Exhibit

1 – Technology

Exhibit

2 –Business Assets

Exhibit

3 – Bill of Sale

Exhibit

4 – Transferred Employees and Consultants

Exhibit

5 – Assigned Contracts

Exhibit

6 – Royalties

Signature

page to follow

WITNESS WHEREOF, the parties have caused this Agreement to be executed, by their duly authorized officers or agents where applicable,

as of the Effective Date.

SELLER

THE

GLIMPSE GROUP, INC.

By:

/s/

Tyler Gates

Name:

Tyler

Gates

Title:

President

& CEO

Address

for Notices:

THE

GLIMPSE GROUP, INC.

West 38th St, 12th Floor

New

York, NY 10018, USA

Email:

Tyler@brightlineinteractive.com

BUYER

Glimpse

Learning, Inc.

By:

/s/

Lyron L. Bentovim

Name:

Lyron

L. Bentovim

Title:

President

& CEO

Address

for Notices:

Glimpse

Learning, Inc.

Box 675

North

Woodstock, NH 03262

Email:

Lyron@GlimpseLearning.com

Exhibit

Transferred

IP, Technology, Copyrights, Trademark List

1- Patents

a. US

11,294,453 SIMULATED REALITY CROSS PLATFORM SYSTEM

b. US

10,445,941 INTERACTIVE MIXED REALITY SYSTEM FOR A REAL-WORLD EVENT

c. US

10,764,553 IMMERSIVE DISPLAY SYSTEM WITH ADJUSTABLE PERSPECTIVE

d. US

11,288,868 SIMULATED REALITY ADAPTIVE USER SPACE

2- Technology

a. “Foretell

Social” Platform

b. “Foretell

AI” Platform

c. “Foretell”

Admin Panel

d. “Clinic

Immersives” Platform

e. “Post

Reality” software (originally part of S5D but is needed to fulfil a commitment to CSI

until September of 2027)

f. All

Software, solutions and derivatives of these platforms created to serve customers of Glimpse

Learning (including its predecessor subsidiaries: Foretell, Adept Reality, D6, IHG, XRTerra,

Mezmos and Early Adopter)

g. The

AWS and Git accounts where all the above software resides

Exhibit

Transferred

Assets/Liabilities

1- Hardware

ZSpace

Dev Machine (Portugal)

João

- Lent to Rúben for development (Home)

Suitcase

of Meta Quest headsets

Hakan

(Home)

Suitcase

of Pico headsets

Hakan

(Home)

Laptop

(Home)

Apple

Vision Pro

(Home)

Meta

Quest 3

(Home)

Meta

Quest 2

Hazal

(Home)

Meta

Quest 2

Gregory

(Home)

Insta360

OneX 360 camera

Gregory

(Home)

ZSpace

Remote Machine

Gregory

(Home)

Meta

Quest 2

Joe

(Home)

Laptop

Lyron

(Home)

10x

Meta Quest 2

Glimpse

Group Office

Woodrow’s

PC + 2 Monitors

Peripherals (Keyboard, mouse, headset)

Glimpse

Group Office - Used by Woodrow and any dev making production Unity Builds

Meta

Quest 2

Glimpse

Group Office - Used by Woodrow

Pico

4 Headset

Glimpse

Group Office - Used by Woodrow

Mac

Glimpse

Group Office

Art

Machine

Glimpse

Group Office

Gaming Laptop

Glimpse

Group Office

Build Signing Machine

Glimpse

Group Office

2- Trademarks

and Copyrights None

3- Domains

a. Adeptreality.com

b. Foretellreality.com

c. Clinicimmersives.com

d. Immersivehealthgroup.com

e. Xrterra.io

f. GlimpseLearning.com

4- Working

Capital Adjustments at Closing: Seller will wire Buyer $200,000 on closing day as an agreed

adjustment to working capital.

Exhibit

BILL

OF SALE

June

30, 2026 (the “Effective Date”)

WHEREAS,

pursuant to that certain Master Purchase Agreement, dated as of June 30, 2026 (this “Agreement,” and all capitalized

terms not otherwise defined herein shall have the meanings assigned to them in the Agreement), between Glimpse Learning, Inc. a Wyoming

company (“Buyer”) and The Glimpse Group, Inc., a Nevada corporation (“Seller”) and its wholly owned subsidiary

company Glimpse Learning, LLC a Nevada Limited Liability company (the “Subsidiary”), Seller has agreed to sell, assign, transfer,

convey and deliver to Buyer all the Assigned Assets for the consideration set forth in the Agreement.

NOW,

THEREFORE, Seller for good and valuable consideration, receipt of which is hereby acknowledged, and pursuant to the Agreement, does

hereby sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept, all of Seller’s or Seller’s

Affiliates (including the Designated Subsidiary), in each case, right, title and interest in and to the Assigned Assets, free and clear

of all Liens.

This

Bill of Sale is subject in all respects to the terms and conditions of the Agreement. If any conflict exists between the terms of this

Bill of Sale and the Agreement, the terms of the Agreement shall govern and control. Neither the representations and warranties of Seller,

nor the rights, remedies and obligations of any party, under the Agreement shall be deemed to be enlarged, limited, modified or altered

in any way by this Bill of Sale.

WITNESS WHEREOF, the parties hereto have signed this instrument as of the Effective Date.

SELLER:

The

Glimpse Group, Inc.

By:

Name:

Title:

ACCEPTED:

Glimpse

Learning, Inc.

By:

Name:

Lyron

L. Bentovim

Title:

President

& CEO

Exhibit

Transferred

Employees and Consultants

Employees:

David

J. Smith

Craig

Herndon

Woodrow

Proctor

Joseph

Unander

Gregory

Osborne

Hazal

Uzunkaya-Pearson

Consultants:

João

Morais

Paulo

Martins

Sérgio

Azevedo

Diana

Valente

Hakan

Satiroglu

Exhibit

Assigned

Contracts

to be assigned on the Closing Date

Boston

Medical (BMC)

NIH

(Yale 100.4)

College

of Staten Island (CSI)

Zspace

Wall-Redstone

USA

Sierra

High School

Harrison

High School

Exertis

– Almo

CHIS

Dighton-Rehobeth

McMaster

Montefiore

NYU

Langone

Fordham

CDW

AGFD

Hiking

Days

Edstutia

Feaster

Kaye

Muenster

NSU

Wayne

Yale

Northstar

Care (NSC)

Neao

Scared

Heart (SHU)

SickKids

People

Inspirit

Prosper

TechVR

Uchida

Lisboa

Fullerton

Helix

Randolph

RTC

Antwerpen

NIH

● Seller

will support Buyer by submitting the request for funding for 2nd year of NIH program and

submitting any reports that are required by the NIH during or after the completion of the

program.

● The

non-financial interaction with the NIH, as well as the preparation of any reports and documents

for the NIH, will be the sole responsibility of Buyer.

Exhibit

Royalties

1. Royalty

Payments. The Buyer will or will cause the Subsidiary and their Affiliates to pay

to the Seller: (1) seven percent (7%) of all revenue collected by the Buyer, the Subsidiary

or their Affiliates on or after July 1, 2027 until January 1, 2028 and (2) ten percent (10%)

of all revenue collected by the Buyer, the Subsidiary or their Affiliates on or after January

1, 2028 ((1) and (2), collectively the “Royalty Payments”). Notwithstanding

the foregoing, once the Seller has received $1,200,000 (the “Maximum Payment

Amount”) in Royalty Payment no further royalty payments will be owed to the

Seller hereunder.

2. Royalty

Statements and Payments. Within ten (10) business days following the end of each

calendar quarter, Buyer shall (a) provide Seller with a written royalty statement setting

forth all revenue collected by the Buyer, the Subsidiary or their Affiliates during the immediately

prior quarter; and (b) pay the applicable Royalty Payment to the Seller in immediately available

funds. If no royalty has accrued hereunder during any such calendar quarter, the statement

shall indicate as much.

3. Interest.

If any Royalty Payment is not paid when due, Licensee shall also pay interest on such amount

for the period from the date payment was due to the date such payment is actually made computed

at the rate of one percent (1%) per month.

4. Record

Retention and Inspection Rights. Buyer shall maintain complete and accurate records

as to revenues collected by the Buyer, the Subsidiary or their Affiliates and the royalties

due hereunder, and shall retain such records for three (3) years following the reporting

period to which they pertain. Such records may, upon Seller’s request, be inspected

during business hours at Buyer’s principal office or other mutually agreed upon location

by an independent auditor engaged by Seller (the “Auditor”)

and agreeable to the buyer. If any such inspection reveals that Buyer owes Seller additional

royalties, such additional royalties plus interest as specified in Section 3 shall be paid

within five (5) days following completion of the respective inspection in immediately available

funds. If the inspection report reflects that Buyer underpaid the royalties due by ten percent

(10%) or more, Buyer shall bear the reasonable expenses incurred by Seller in connection

with such inspection.

5. Buy-Out.

At the sole discretion of the Buyer, on December 30, 2027, the Buyer shall have to option

to pay the Seller an additional $1,000,000 in cash minus any Royalty Payment made

previously (“Royalty Payments Buyout”) in immediately available

funds and in full satisfaction of the Buyer’s obligations to make Royalty Payments

If such payment is made, then no additional Revenue Royalty payments shall be due after the

prepayment.

6. Covenants.

The Buyer will not and will cause the Subsidiary and its Affiliates to not take any action

with respect to the collection of revenue (including, without limitation, by accelerating,

delaying, assigning or transferring any revenue or related receivables) in a manner that

reduces the amount of the Royalty Payments owed hereunder unless such action is done in the

normal course of the Buyer’s business.

7. Acceleration.

a. “Change

of Control” means (i) a sale, merger or similar transaction in which the equity

holders of the Buyer immediately prior to the transaction cease to own more than ten percent

(10%) of the voting power of the surviving or parent entity immediately following the transaction,

or (ii) the sale or other disposition of all or substantially all of the Buyer’s or

the Subsidiary’s assets.

b. Simultaneously

with the occurrence of a Change of Control or upon a violation of the covenants in Section

6, the Buyer will and/or will cause the Subsidiary or its Affiliates to pay to the Seller

an amount equal to the Maximum Payment Amount minus any Royalty Payment made previously

within 60 days of the occurrence of the change of control.

Schedule

4.5

Capitalization

of Common Stock

Percent

Lyron Bentovim

4,000,000

40.00 %

DJ Smith

3,000,000

30.00 %

Craig Herndon

900,001

9.00 %

Joao Morais

50,000

0.50 %

Woodrow Proctor

50,000

0.50 %

The Glimpse Group

1,999,999

20.00 %

Total Outstanding

10,000,000

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

The

Glimpse Group Sharpens Focus as a Pureplay Physical AI Company with Strategic Divestment

Transition

reflects the strategic direction set with the appointment of CEO Tyler Gates and the Company’s new board

ASHBURN,

VA – July 7, 2026 — The Glimpse Group, Inc. (NASDAQ: GGRP) (“Glimpse” or the “Company”) today

announced the sale of Glimpse Learning, LLC, a non-core legacy asset, continuing the Company’s transformation into a pureplay Physical

AI infrastructure company anchored by its subsidiary, Brightline Interactive (“Brightline”), and its SpatialCore platform.

The

divestment is the latest step in a strategic shift Glimpse began earlier this year, when it named Tyler Gates as Chief Executive Officer,

seated a new board chaired by Ret. Admiral Scott Swift and received a $1.85-million capital infusion.

Streamlined, Mission-Focused Company

Glimpse

is directing its resources and management’s attention toward Brightline and SpatialCore, the open standards-based interoperability

and operational-context platform that gives technologies like drones, robotics, autonomous vehicles, digital twins and AI models a shared,

real-time understanding of the physical world.

Traditional

methods for integrating autonomous systems often require nearly a year of development; however, SpatialCore is designed to reduce this

timeline to just several weeks. It was designed in partnership with the US Navy and is used in live operations.

“Our

strategic focus as a company is pointed at a key opportunity: giving autonomous systems a shared, governed understanding of the physical

world they operate in,” said Tyler Gates, Chief Executive Officer of The Glimpse Group. “Glimpse’s strategy

remains sequenced around deepening its footprint within the Department of War, extending into the defense-industrial base through OEM

partnerships, and addressing the broader commercial autonomy market.

“Physical

AI will require the kind of common operational framework that Brightline has spent over a decade building,” said Ret. Admiral Scott

Swift, Chairman of the Board. “One that lets machines and decision-makers operate off the same picture of reality, in whatever

domain they compete in. Speed matters in this environment, and a focused company is a faster company.”

21745 Red Rum Dr., Suite 242, Ashburn, VA 20147 || brightlineinteractive.com

About

Brightline Interactive and The Glimpse Group

Brightline

Interactive is the Physical AI and spatial computing subsidiary of The Glimpse Group, Inc. (NASDAQ:GGRP). Brightline builds SpatialCore,

an open standards-based interoperability and operational context platform that enables autonomous systems, AI agents, sensors and digital

twins to operate from a shared understanding of the physical world. SpatialCore is deployed in live U.S. Navy operations and is built

on open data standards backed by NVIDIA, Apple, and the major robotics and simulation platforms. Brightline holds Cooperative Research

and Development Agreements with both the U.S. Navy and U.S. Army. For more information, visit brightlineinteractive.com.

Cautionary

Statement on Forward-Looking Statements

This

press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act

of 1995, including statements related to Brightline Interactive’s strategy, market position, product development, partnership activities,

and business expansion plans. The word “will,” “strategy,” or the negative of this word or other similar terms

are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any

forward-looking statements in this press release are based upon current plans and strategies of The Glimpse Group, Inc. and Brightline

Interactive and reflect their current assessment of the risks and uncertainties related to their business as of the date of this press

release. The Glimpse Group assumes no obligation to update any forward-looking statements contained in this press release. Such statements

are subject to known and unknown risks, uncertainties, and assumptions, and actual results could differ materially from those expressed

or implied. Factors that may cause actual results to differ materially include, without limitation, market conditions, competitive developments,

and the other risks detailed in The Glimpse Group’s periodic reports filed with the SEC, including its most recent Annual Report

on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Company

Contact

Tyler

Gates, CEO, The Glimpse Group

(703) 594-7496

tyler@brightlineinteractive.com

Media

Contact

brightline@samsonpr.com

21745 Red Rum Dr., Suite 242, Ashburn, VA 20147 || brightlineinteractive.com

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

Unaudited

Pro Forma Condensed Consolidated Financial Statements

June 30, 2026, The Glimpse Group, Inc. (“the Company”) completed the sale of all of the assets and liabilities exclusively

related to the Company’s Glimpse Learning business and wholly-owned subsidiary (the “Divesture”) pursuant to the Master

Purchase Agreement reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the

“SEC”) on July 7, 2026.

The

unaudited pro forma condensed consolidated financial statements have been developed by applying pro forma adjustments to the Company’s

historical consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”)

and give effect to the Divesture.

The

unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026, and for the year ended

June 30, 2025, assume that the Divesture occurred as of July 1, 2024.

The

unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, assumes that the Divesture occurred on that date. The

unaudited pro forma condensed consolidated financial statements are presented based on currently available information and are intended

for informational purposes only.

These

unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s results of

operations or financial condition would have been had the Divesture been completed on the dates assumed. In addition, they are not necessarily

indicative of the Company’s future results of operations or financial condition. Beginning in the fourth quarter of 2026, the historical

financial results of Glimpse Learning for periods prior to the Divestures will be reflected in the Company’s consolidated financial

statements as discontinued operations.

The

unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance

with US GAAP and are presented based on assumptions, adjustments, and currently available information described in the accompanying notes.

They are intended for informational purposes only and are not intended to represent the Company’s financial position or results

of operations had the Divesture occurred on the dates indicated, or to project the Company’s financial performance for any future

period. Pro forma adjustments have been made for events that are directly attributable to the Divesture and factually supportable.

Article

11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial

statements of the registrant as follows:

●

Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition,

or other transaction.

●

Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant

as an autonomous entity when the registrant was previously part of another entity.

addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the acquisitions and dispositions

for which pro forma effect is being given in our disclosures as management adjustments.

The

transaction accounting adjustments to reflect the business in the unaudited pro forma condensed consolidated financial statements include:

●

The Divesture of the assets and liabilities of Glimpse Learning pursuant to the Master Purchase Agreement

●

Estimated impact of the cash paid in connection with the Divesture

There

are no autonomous entity adjustments included in the pro forma financial information.

Additionally,

the unaudited pro forma condensed consolidated financial statements do not include management adjustments to reflect any potential synergies

that may be achievable, or dis-synergy costs that may occur, in connection with the Divesture.

The

unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and

should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements,

(ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” included in the Company’s Form 10-K as of June 30, 2025, and for the year then ended,

filed with the SEC on September 25, 2025, and (iii) the unaudited condensed consolidated financial statements and accompanying notes

and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s

Form 10-Q as of March 31, 2026, and for the nine months then ended, filed with the SEC on May 14, 2026.

THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

For

the Nine Months Ended March 31, 2026

(Unaudited)

As Reported

Glimpse Learning, LLC

ProForma after Glimpse Learning

Divestiture

Revenue

Software services

$ 2,866,391

$ 428,926 (a)

$ 2,437,465

Software license/software as a service

461,159

461,159 (a)

Royalty income

28,258

Total Revenue

3,355,808

890,085

2,465,723

Cost of goods sold

974,471

243,825 (b)

730,646

Gross profit

2,381,337

646,260

1,735,077

Operating expenses:

Research and development expenses

3,400,149

497,873 (c)

2,902,276

General and administrative expenses

2,449,194

773,433 (c)

1,675,761

Sales and marketing expenses

901,640

246,389 (c)

655,251

Amortization of acquisition intangible assets

60,717

36,270 (c)

24,447

Goodwill impairment

10,857,600

300,000 (c)

10,557,600

Change in fair value of acquisition contingent consideration

16,417

- (c)

16,417

Total operating expenses

17,685,717

1,853,965

15,831,752

Loss from operations before other income

(15,304,380 )

(1,207,705 )

(14,096,675 )

Other income:

Gain on sale of business

240,000

Interest income

122,251

Net loss

$ (14,942,129 )

$ (1,207,705 )

$ (13,734,424 )

Basic and diluted net loss per share

$ (0.71 )

$ (0.65 )

Weighted average common shares to compute basic and

diluted net loss per share

21,072,444

THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

For

the For the Year Ended June 30, 2025

(Unaudited)

As Reported

Glimpse Learning, LLC

ProForma after Glimpse Learning

Divestiture

Revenue

Software services

$ 9,996,491

$ 730,567 (a)

$ 9,265,924

Software license/software as a service

503,734

384,897 (a)

118,837

Royalty income

27,700

Total Revenue

10,527,925

1,115,464

9,412,461

Cost of goods sold

3,407,946

178,461 (b)

3,229,485

Gross profit

7,119,979

937,003

6,182,976

Operating expenses:

Research and development expenses

3,494,731

729,788 (c)

2,764,943

General and administrative expenses

3,636,266

765,598 (c)

2,870,668

Sales and marketing expenses

2,201,754

559,021 (c)

1,642,733

Amortization of acquisition intangible assets

427,150

133,817 (c)

293,333

Change in fair value of acquisition contingent consideration

102,412

(35,714 )(c)

138,126

Total operating expenses

9,862,313

2,152,510

7,709,803

Loss from operations before other income

(2,742,334 )

(1,215,507 )

(1,526,827 )

Other income

Interest income

189,683

Net loss

$ (2,552,651 )

$ (1,215,507 )(d)

$ (1,337,144 )

Basic and diluted net loss per share

$ (0.13 )

$ (0.07 )

Weighted average common shares to compute basic and

diluted net loss per share

19,633,374

THE

GLIMPSE GROUP, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

of March 31, 2026

(Unaudited)

As Reported

Glimpse Learning, LLC

ProForma after Glimpse Learning

Divestiture

ASSETS

Cash and cash equivalents

$ 2,151,320

$ 200,000 (e)

$ 1,951,320

Accounts receivable

662,201

96,480 (e)

565,721

Deferred costs

2,129

1,859 (e)

270

Notes receivable

50,832

Prepaid expenses and other current assets

674,497

191,195 (e)

483,302

Total current assets

3,540,979

489,534

3,051,445

Equipment and leasehold improvements, net

41,278

Right-of-use assets, net

161,160

Other assets

11,100

Total assets

$ 3,754,517

$ 489,534

$ 3,264,983

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

$ 215,386

$ 54,394 (f)

160,992

Accrued liabilities

364,136

101,169 (f)

262,967

Deferred revenue

306,418

296,417 (f)

10,001

Lease liabilities, current portion

149,959

Total current liabilities

1,035,899

451,980

583,919

Long term liabilities

Lease liabilities, net of current portion

12,371

Total liabilities

1,048,270

451,980

596,290

Commitments and contingencies

Stockholders’ Equity

Preferred Stock, par value $0.001 per share, 20,000,000 shares authorized; 0 shares issued and outstanding

Common Stock, par value $0.001 per share, 300,000,000 shares authorized; 21,076,506 and 21,055,506 issued and outstanding, respectively

21,077

Additional paid-in capital

83,219,223

8,004,125 (g)

75,215,098

Accumulated deficit

(80,534,053 )

(8,004,125 )(g)

(72,529,928 )

Loss on divestiture

37,554 (h)

(37,554 )

Total stockholders’ equity

2,706,247

37,554

2,668,693

Total liabilities and stockholders’ equity

$ 3,754,517

$ 489,534

$ 3,264,983

The

Glimpse Group, Inc.

Notes

to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The

unaudited pro forma condensed consolidated financial statements give effect to the Divesture of Glimpse Learning in accordance with

Article 11 of Regulation of S-X.

The

unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026 and for the year ended

June 30, 2025 are presented as if the Divesture occurred as of July 1, 2024.

The

unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the Divesture occurred on that

date.

(a)

This adjustment reflects the elimination of the Glimpse Learning

revenues

(b)

This adjustment reflects the elimination of the Glimpse Learning

cost of goods sold

(c)

This adjustment reflects the elimination of the Glimpse Learning

operating expenses and includes within general and administrative expense both:

The compensation

expense of the Glimpse Learning Managing Director

Allocation of

corporate overhead based upon the Glimpse Learning percentage of total consolidated revenue

(d)

No income tax adjustment has been made based upon the Company’s

existing full U.S net operating loss valuation allowance

(e)

This adjustment reflects the Divesture of the Glimpse Learning

assets

(f)

This adjustment reflects the Divesture of the Glimpse Learning

liabilities

(g)

APIC adjustment reflects net advances from Glimpse parent to

Glimpse Learning to cover accumulated losses since inception.

(h)

This adjustment reflects the estimated loss on of the Divesture

of Glimpse Learning assuming it occurred on March 31, 2026. This will differ from the actual gain or loss to be reported by the Company as of June 30, 2026, the actual Divesture date.

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