Item 2.01 Completion of Acquisition or Disposition of Assets
On August 1, 2022 (the "Closing Date"), The Glimpse Group, Inc. (the "Company")
completed its previously announced acquisition of Brightline Interactive, LLC
("Closing"). Pursuant to the terms of the Agreement and Plan of Merger dated as
of May 25, 2022 (the "Merger Agreement") by and among (i) the Company; (ii)
Glimpse Merger Sub, LLC, a Nevada limited liability company, ("Merger Sub");
(iii) Erik Muendel, the Bradley S. Nierenberg Trust, Bruce Gates, Joyce Gates,
Barton Gates and Tyler Gates (collectively, the "Sellers"); (iv) Bruce Gates,
solely in his capacity as representative of Sellers and (v) Brightline
Interactive LLC, a Virginia limited liability company, ("BLI"), BLI merged with
and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger and
continuing as a wholly owned subsidiary of the Company.
As previously disclosed, under the terms of the Merger Agreement, on the Closing
Date, the total issued and outstanding membership interests of BLI were
converted into the right to receive the following merger consideration: (i) the
initial cash consideration payment at closing consisted of approximately five
hundred sixty-eight thousand forty-six dollars ($568,046); (ii) initial stock
consideration payment at closing consisted of approximately five million dollars
($5,000,000) in shares of common stock of the Company issued at $7.00 per share;
and (iii) future potential purchase price considerations that are based on
Brightline's achievement of revenue performance milestones over the first three
years after the Closing, which are comprised of (a) up to twelve million dollars
($12,000,000) in cash and (b) up to twelve and a half million dollars
($12,500,000) in common shares of the Company (priced at the higher of $7.00 per
share or the volume-weighted average price per share at the time of issuance).
In addition, on the Closing Date, the Company extinguished BLI's outstanding
debt and paid down other obligations with a cash payment of $1,926,167, net of
working capital adjustments.
The foregoing description of the Merger Agreement is qualified in its entirety
by reference to the full text of the Merger Agreement, which will be filed as an
exhibit to the amendment to this Current Report on Form 8-K or next Annual
Report on Form 10-K for the period ended June 30, 2022.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained in Item 2.01 is incorporated by reference herein in
its entirety.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Closing, on August 1, 2022, the Board of Directors of the
Company appointed Tyler Gates to the Company's Board of Directors as a
non-voting Board Observer and as the Company's Chief Futurist Officer ("CF").
Mr. Gates, 36, is the General Manager of Brightline Interactive, LLC (BLI), a
wholly owned subsidiary of the Company and the Company's Chief Futurist Officer.
Prior to the Closing, Mr. Gates was the Chief Executive Officer of BLI, and has
been with BLI in several executive leadership roles since 2012. BLI focuses on
interactive, spatial and immersive VR & AR technology solutions for training,
simulation and brand experiences. Additionally, Mr. Gates has been the President
of the VR/AR Association (VRARA) DC's Chapter since its inception in 2017 and is
the Host of VRARA's Everything VR/AR Podcast. VRARA is a global industry
association for VR/AR/MR with local chapters in major cities around the world.
Mr. Gates holds a BA Degree in Corporate Communications and Interpersonal
Psychology from Lenoir-Rhyne University.
In connection with Mr. Gates' appointment as Chief Futurist Officer, the Company
and Mr. Gates entered into an Executive Employment Agreement (the "Employment
Agreement") pursuant to which Mr. Gates will receive a base annual salary of
$215,000. In addition, Mr. Gates will be eligible for performance bonuses in
accordance with the terms and conditions of the Employment Agreement.
The foregoing summary of the Employment Agreement is subject to and qualified in
its entirety by the text of the Employment Agreement, which is attached as
Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On August 2, 2022, the Company issued a press release announcing the closing of
the Merger.
A copy of the press release is attached herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that Section. In addition, the information in
this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by
reference into the filings of the Company 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 Exhibits
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be
filed by amendment to this Current Report on Form 8-K.
Exhibit No. Description
99.1 Press Release dated August 2, 2022
10.1 Executive Employment Agreement, dated August 1, 2022
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