The Glimpse Group Inc美股招股说明书(2026-05-15版)

622,306Shares of Common StockPre-Funded Warrants to Purchase up to 2,732,240 Shares of Common StockCommon Stock Warrants to purchase up to 4,193,182 Shares of Common Stock2,732,240Shares of Common Stock Underlying the Pre-Funded Warrants4,193,182Shares of Common Stock Underlying the Common Stock Warrants We are offering to certain investors, or the Investors, in a registered direct offering, (i) 622,306 shares of our common stock, par value$0.001 per share, or our Common Stock, together with accompanying warrants to purchase up to 4,193,182 shares of our CommonStock (with each accompanying warrant exercisable for one and one-quarter shares of Common Stock), or the Common StockWarrants, and (ii) in lieu of Common Stock to certain of the Investors that so choose, pre-funded warrants to purchase up to 2,732,240shares of our Common Stock, or the Pre-Funded Warrants, pursuant to this prospectus supplement, the accompanying base prospectus,and a securities purchase agreement, dated May 14, 2026, between us and the Investors, or the Securities Purchase Agreement. We have not retained a placement agent in connection with this offering.The offering price of the securities offered hereby wasnegotiated directly between us and the Investors based on the trading of our Common Stock prior to this offering, among other factors. The shares of our Common Stock (or Pre-funded Warrants) and the Common Stock Warrants are immediately separable and will beissued separately, but will be purchased together in this offering. The combined purchase price for each share of Common Stock and accompanying Common Stock Warrant is $0.55, and each Pre-Funded Warrant and accompanying Common Stock Warrant is $0.549. Each Common Stock Warrant is exercisable for one and one-quarter shares of Common Stock. The Common Stock Warrants will beexercisable six months from the date of original issuance and may be exercised at any time thereafter until seven and a half years fromthe original issue date, subject to the beneficial ownership limitation described below. The Common Stock Warrants will have anexercise price of $0.55 per share of our Common Stock. This prospectus supplement also relates to the offering of the shares ofCommon Stock issuable upon exercise of the Common Stock Warrants. The purchase price of each Pre-Funded Warrant is $0.549, which is the combined price per share at which shares of Common Stockand accompanying Common Stock Warrants are being sold to the public in this offering less $0.001 which is the exercise price of eachPre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full,subject to the beneficial ownership limitation described below. This prospectus supplement also relates to the offering of the shares ofCommon Stock issuable upon exercise of the Pre-Funded Warrants. Subject to limited exceptions, a holder of the Pre-Funded Warrants or the Common Stock Warrants will not have the right to exerciseany portion of its Pre-Funded Warrants or Common Stock Warrants, as applicable, if the holder, together with its affiliates, wouldbeneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to suchexercise. Our Common Stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “GGRP.” The last reported sale price of ourCommon Stock on the Nasdaq on May 13, 2026 was $0.58 per share. There is no established trading market for the Common StockWarrants or the Pre-Funded Warrants and we do not intend to list the Common Stock Warrants or the Pre-Funded Warrants on anysecurities exchange or nationally recognized trading system. As of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates, orour public float, was $11,445,375 based on a total of 21,076,506 shares of Common Stock outstanding, of which 17,883,398 shareswere held by non-affiliates, at a price of $0.64 per share, the closing sales price of our Common Stock on March 16, 2026, which is thehighest closing price of our Common Stock on Nasdaq within the prior 60 days. Pursuant to General Instruction I.B.6. of Form S-3, inno event will we sell our securities in a public primary offering in reliance on General Instruction I.B.6. of Form S-3 with a valueexceeding one-third of our public float in any 12-calendar-month period so long as our public float remains below $75,000,000. Wehave not sold any securities pursuant to General Instruction I.B.6. of Form S-3 during the 12 calendar months prior to and includingthe date of this prospectus supplement. As a result, we may sell up to approximately $3,815,125 of our securities hereunder. We are an “emerging growth company” as defined under federal securities laws, and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and the accompanying base prospectu