{"url_path":"/sec/ggrp/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1854445/0001493152-26-023712-index.html","accession_number":"0001493152-26-023712","cik":"0001854445","ticker":"GGRP","issuer_name":"Brightline Interactive, Inc./NV","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854445/0001493152-26-023712-index.html","primary_entity_key":"0001854445","primary_entity_name":"Glimpse Group, Inc."},"word_count":981,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 14, 2026, The Glimpse Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities\nPurchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell and issue\nto the Investors, in a registered direct offering (the “Offering”), (i) 622,306 shares of the Company’s common stock,\npar value $0.001 per share (the “Common Stock”), together with accompanying warrants to purchase up to 4,193,182 shares of\nCommon Stock (with each accompanying warrant exercisable for one and one-quarter shares of Common Stock) (the “Common Stock Warrants”),\nand (ii) in lieu of Common Stock to certain of the Investors, pre-funded warrants to purchase up to 2,732,240 shares of Common Stock\n(the “Pre-Funded Warrants”).\n\n \n\nThe\ncombined purchase price for each share of Common Stock and accompanying Common Stock Warrant is $0.55, and each Pre-Funded Warrant and\naccompanying Common Stock Warrant is $0.549.\n\n \n\nThe\nnet proceeds to the Company from the Offering are expected to be approximately $1.79 million, after deducting the estimated offering\nexpenses payable by the Company.\n\n \n\nAll\nof the securities are being sold by the Company directly to the Investors, and the Company has not retained a placement agent or underwriter\nin connection with the Offering. The closing of the Offering is expected to occur on or about May 18, 2026, subject to the satisfaction\nof customary closing conditions.\n\n \n\nThe\nOffering is being made pursuant to a prospectus supplement dated May 14, 2026 and an accompanying prospectus dated November 26, 2025,\npursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-291727) previously filed with\nthe Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).\n\n \n\nEach\nPre-Funded Warrant entitles the holder to purchase one share of Common Stock at an exercise price equal to $0.001 per share and will\nbe immediately exercisable from the date of its issuance.\n\n \n\nEach\nCommon Stock Warrant entitles the holder thereof to purchase one and one-quarter shares of Common Stock at an exercise price equal to\n$0.55 per share of Common Stock, will be exercisable six months from the original issuance date and will expire seven and a half years\nfrom the date of original issuance.\n\n \n\nA\nholder of Common Stock Warrants or Pre-Funded Warrants will not be entitled to exercise any portion of such Common Stock Warrant or Pre-Funded\nWarrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such\nholder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial\nownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as\namended) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage\nmay be increased or decreased at the holder’s election upon 61 days’ notice to the Company, provided that such percentage may\nin no event exceed 19.99%.\n\n \n\nIn\naddition, in certain circumstances, upon a fundamental transaction (as described in the Common Stock Warrants or Pre-Funded, Warrants,\nas applicable), a holder of Common Stock Warrants or Pre-Funded Warrants will be entitled to receive, upon exercise of the Common Stock\nWarrants or the Pre-Funded Warrants, as applicable, the kind and amount of securities, cash or other property that the holders would\nhave received had they exercised the Common Stock Warrants or the Pre-Funded Warrants, as applicable, immediately prior to such fundamental\ntransaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation.\n\n \n\n \n\n \n\n \n\nIn\nlieu of receiving such Common Stock in the fundamental transaction, the holder of a\nCommon Stock Warrant may elect to have the Company or the successor entity purchase the holder’s Common Stock Warrant for its Black-Scholes\nvalue, as determined in accordance with the terms of the Common Stock Warrants.\n\n \n\nPursuant\nto the terms of the Securities Purchase Agreement and subject to certain exceptions, the Company has agreed to grant the Investors certain\nparticipation rights in future financings conducted by the Company during the 12-month period following the closing of the Offering.\nSubject to the terms and conditions set forth in the Securities Purchase Agreement, the Investors will have the right, but not the obligation,\nto participate in future equity or equity-linked financings undertaken by us in an aggregate amount of up to 33.33% of the securities\nissued in each such financing, on substantially the same terms, conditions and price as offered to other investors in such financing.\nThe foregoing participation rights are subject to customary exceptions, including issuances pursuant to equity incentive plans, acquisitions\nand other customary excluded issuances, as well as compliance with applicable securities exchange rules and other applicable laws and\nregulations..\n\n \n\nThe\nSecurities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Investors, customary\nconditions to closing, indemnification obligations of the Company and the Investors, other obligations of the parties and termination\nprovisions. The representations, warranties and covenants contained in the Securities Agreement were made only for purposes of such agreement\nand as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations\nagreed upon by the contracting parties.\n\n \n\nThe\nforegoing summaries of the Securities Purchase Agreement, the Common Stock Warrants and Pre-Funded Warrants do not purport to be complete\nand are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 4.1 and 4.2, respectively, hereto and\nincorporated herein by reference.\n\n \n\nThe\nlegal opinion of Kesse PLLC relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit\n5.1 to this Current Report on Form 8-K (this “Report”)."}