ITEM 1.01 Entry into a Material Definitive Agreement

On December 2, 2021, The Glimpse Group, Inc. (the "Company") entered into a Membership Interest Sale Agreement (the "Agreement") with Sector 5 Digital, LLC ("S5D") and Jeff Meisner, Jeff Meade, Doug Fidler, and Brandy Cardwell (these four individuals, collectively, the "Sellers"). Under the Agreement, the Sellers, who collectively own all (100%) of the membership interests of S5D, agree to sell all of the membership interests in S5D to the Company in exchange for a total potential purchase price of twenty seven million dollars ($27,000,000), with an initial payment of eight million dollars ($8,000,000) upon closing. The initial payment consists of four million dollars ($4,000,000) cash and four million dollars ($4,000,000) worth of shares of common stock of the Company. Of the potential purchase price, nineteen million ($19,000,000), or approximately 70%, is dependent on the achievement of revenue growth milestones over the next three years. Of the total purchase price, up to six million dollars ($6,000,000), or approximately 22%, is in cash and the remaining twenty one million dollars ($21,000,000), or approximately 78%, is in shares of common stock of the Company.

S5D is an award-winning, enterprise focused, immersive technology company that combines innovative storytelling with emerging technologies for industry leading organizations. It helps companies transform their brands by creating digital content for marketing, communications, sales, entertainment, virtual events, training and simulation. Key customers include: American Airlines, BAE Systems, Bell Flight, Ecolab, Galderma, Halliburton, Recaro, Textron Systems and others. S5D has approximately 25 employees, was founded in 2014 and is based in Fort Worth, Texas.

The foregoing summary of the Agreement is subject to and qualified in its entirety by the text of the Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On December 2, 2021, the shareholders representing the majority of the voting interest of the Company approved the aforementioned Agreement by written consent.

ITEM 7.01 Regulation FD Disclosure

On December 2, 2021, the Company issued a press release announcing its entry into the aforementioned Agreement.

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



Exhibit
No.       Description

99.1        Press Release dated December 2, 2021
104       Cover Page Interactive Data File - The cover page interactive data file
          does not appear in the Interactive Data File because its XBRL tags are
          embedded within the Inline XBRL document

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