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Glori Energy Inc. – ‘8-K12G3’ for 4/14/14

On:  Thursday, 8/7/14, at 6:14am ET   ·   For:  4/14/14   ·   Accession #:  1144204-14-47501   ·   File #:  0-55261

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/07/14  Glori Energy Inc.                 8-K12G3:1,2 4/14/14    1:428K                                   Vintage/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Notice of Securities of a Successor Issuer Deemed   HTML    328K 
                          to be Registered                                       

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

(8-K12g-3)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2014

Glori Energy Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (713) 237-8880

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:

Explanatory Note

On April 18, 2014, Glori Energy Inc. filed with the Securities and Exchange Commission a Current Report on Form 8-K reporting the business combination described in such Report. On each of May 2, 2014 and May 15, 2014, Glori Energy Inc. filed amendments to that April 18, 2014 Form 8-K on Form 8-K/A. This Form 8-K12g-3 and the subsequent amendment on Form 8-K12g-3/A incorporate and restate in one filing the information contained in the April 18, 2014 Form 8-K, the May 2, 2014 Form 8-K/A, and the May 15, 2014 Form 8-K/A.

This Current Report on Form 8-K12g-3 and the amendment to this Current Report on Form 8-K12g-3 being filed subsequently are being filed by Glori Energy Inc. for the purpose of effecting a technical correction to the EDGAR submission header used in the Form 8-K filed on April 18, 2014, in order to reflect that Glori Energy Inc. is a successor issuer to Infinity Cross Border Acquisition Corporation, a British Virgin Islands corporation, pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended, and to obtain a Commission File Number for use in subsequent filings to be made by Glori Energy Inc. under the Securities Exchange Act of 1934, as amended. For additional language regarding Rule 12g-3 and Glori Energy Inc.’s status as the successor issuer to Infinity Cross Border Acquisition Corporation see Item 2.01 herein, “Completion of Acquisition or Disposition of Assets” on page 4.

USE OF CERTAIN TERMS

As further set forth in this Form 8-K and unless otherwise indicated or where the context otherwise requires:

1

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide Glori Energy Inc.’s (the “Company” or “Infinity Acquisition”) current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this 8-K include, but are not limited to, statements regarding our disclosure concerning the Company’s proposed operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this Form 8-K including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Infinity Corp.,” “Infinity Corp. Business,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Glori” and “Glori Business.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this Form 8-K. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Form 8-K. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Form 8-K or to reflect the occurrence of unanticipated events except as required under the federal securities laws. You should, however, review the factors and risks the Company describes in the reports the Company will file from time to time with the SEC after the date of this Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the Business Combination, the Company consummated the transactions contemplated by certain material definitive agreements as described in the Prospectus associated with the Registration Statement on Form S-4 dated April 9, 2014 (the “Final Prospectus”), filed by the Company with the Securities and Exchange Commission (“SEC”), in the section entitled “Summary of the Prospectus – The Redomestication, Business Combination and Merger Agreement”, which disclosures are incorporated herein by reference. Disclosures in the Final Prospectus which are incorporated herein are set forth in Exhibit 99.5. Capitalized terms used herein but not defined have the meanings ascribed to them in the Final Prospectus.

In addition, on April 14, 2014, the Company and Glori entered into the Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Option Plan Amendment”). The Option Plan Amendment provides, among other things, that the Company will assume all sponsorship and responsibility for the Glori Oil Limited 2006 Stock Option and Grant Plan including each option to purchase common stock of Glori that was outstanding and unexercised immediately prior to the Transaction Effective Time (as such term is defined in the Merger Agreement). Pursuant to the Option Plan Amendment, such options were converted as of the Transaction Effective Time into a right to acquire Common Stock, provided that no such option shall be exercisable prior to the one year anniversary of the Transaction Effective Time or sixty days after such option holder’s termination of employment or termination of service with the Company and its affiliates. The foregoing description of the Option Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Plan Amendment, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.15 hereof and is incorporated herein by reference.

Further, on April 14, 2014, in connection with the Business Combination, the Company entered into Termination and Release Agreements with the optionholders of Glori. These Termination and Release Agreements set forth the terms of the conversion of the relevant optionholder’s options for Glori stock into options for Common Stock. A form of the Termination and Release Agreement is incorporated by reference herein as Exhibit 10.18 to this Form 8-K and is incorporated herein by reference.

The information set forth in Item 5.02 is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 14, 2014 (the “Closing Date”), the Company consummated the previously announced Business Combination as contemplated by and in accordance with the Merger Agreement. In connection with the Business Combination, the Company changed its name from Glori Acquisition Corp. to Glori Energy Inc., and Glori changed its name from Glori Energy Inc. to Glori Energy Technology Inc.

Except as modified below in this Item 2.01, Business Combination and the transactions effected in connection therewith are more fully disclosed under the headings “Summary of the Prospectus – The Redomestication, Business Combination and Merger Agreement,” and “Description of the Combined Company’s Securities Following the Business Combination” contained in the Final Prospectus, which disclosures are incorporated herein by reference. The description of the terms of the Merger Agreement and the transactions effected in connection therewith is qualified in its entirety by reference to the complete text of the Merger Agreement, as amended, which is incorporated by reference herein as Exhibits 2.1, 2.2 and 2.3 to this Form 8-K, and which is incorporated herein by reference.

On April 14, 2014, the Company issued a press release announcing that it had completed the Business Combination. A copy of the press release is incorporated by reference herein as Exhibit 99.6 and is incorporated by reference herein. On April 15, 2014, the Company’s Common Stock and warrants began trading under the ticker symbols “GLRI” and “GLRIW”, respectively. On February 24, 2014, Infinity Corp. received a written notice from The Nasdaq Capital Market (“Nasdaq”) indicating that Infinity Corp. was not in compliance with Listing Rule 5550(a)(3), which required Infinity Corp. to have at least 300 public holders of its ordinary shares for continued listing on the exchange. On March 26, 2014, Infinity Corp. submitted to Nasdaq a plan to regain compliance with the foregoing listing rule subsequent to the closing of the Business Combination, a copy of which is incorporated by reference herein as Exhibit 99.7 to this Form 8-K. However, there is no assurance that Nasdaq will accept the plan.  If Nasdaq does not accept the plan, the Company, as the successor to Infinity Corp., will have the opportunity to appeal the decision in front of a hearings panel, which appeal would stay any delisting actions until the issuance of a decision by the panel. If the panel does not accept the plan, the Company’s securities will likely commence trading on the OTC Bulletin Board, which may adversely affect the liquidity and trading of the Company’s securities.

Prior to the Transaction Merger, the Company was a blank check company with no operations, formed as a vehicle for an acquisition of an operating business. The following information, which is required by Item 2.01(f) of Form 8-K, reflects the post-merger Company on a consolidated basis.

As previously reported in the Company’s Form 8-K filed on April 18, 2014 and the subsequent amendments to that filing, namely the Form 8-K/A filed on May 2, 2014 and the Form 8-K/A filed on May 15, 2014, the Company consummated the business transactions described in the these prior filings.

For purposes of Rule 12g-3(a) promulgated under the Exchange Act, the Company is deemed to be a successor issuer to Infinity Corp., and this report is filed by the Company as such successor. As a result of this 8-K12g3 filing, the Company will be assigned a new Commission File Number. The Company’s future filings with the SEC will use the newly issued Commission File Number.

Business

The business of the Company is described in the Final Prospectus in the sections entitled “Summary of the Prospectus – The Parties”, “Summary of the Prospectus – the Redomestication, Business Combination and Merger Agreement”, “Glori Business”, and “Where You Can Find Additional Information,” each of which is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Final Prospectus in the sections entitled “Summary Risk Factors”, “Risk Factors – Risk Factors Relating to Glori’s Business” and “Risk Factors – Risk Factors Relating to Glori’s Intellectual Property”, “Risk Factors – Environmental and Regulatory Risks” and “Risk Factors – Risk Factors Relating to the Business Combination”, each of which is incorporated herein by reference.

Management Discussion and Analysis of Financial Condition and Results of Operations

Fiscal Year Ended December 31, 2013

The sections in the Final Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Glori” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Infinity Corp.” are incorporated herein by reference.

Fiscal Quarter Ended March 31, 2014

Critical Accounting Policies

The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses. On an ongoing basis, we evaluate estimates and assumptions, including those related to revenues, bad debts, long-lived assets, income taxes and stock-based compensation. These estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates, and the impact of such differences may be material to our consolidated financial statements.

Critical accounting policies are those policies that, in management’s view, are most important in the portrayal of our financial condition and results of operations. The footnotes to our consolidated financial statements also include disclosure of significant accounting policies. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. These critical accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Those critical accounting policies and estimates that require the most significant judgment are discussed below.

Revenue Recognition

Revenue is recognized when all services are concluded, and there is evidence that the customer has accepted the services. For contracts which have multiple deliverable arrangements, including those contracts lacking objective and reliable evidence regarding the fair value of the undelivered items, revenue recognition is deferred in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition: Multiple-element Arrangements. As a result of our revenue recognition policies and the nature of our services business, there can exist, in a given period, a significant difference between contract activity, customer invoicing and the amount of revenue recognized.

Our contracts have historically fallen into three categories and each category receives distinct application of revenue recognition based upon management’s assessment of its contractual elements:

Contracts that are only for research-related services in the Reservoir Analysis and Treatment Design (Analysis Phase). Revenues for services delivered under such contracts are deferred until the conclusion of the service and acceptance by the customer, usually denoted by the presentation, by us, of a written report to the customer.

Contracts that are only for field-related services in the Field Deployment phase. Revenues are recognized ratably over the term of the field-related services.

Contracts containing both research-related services and field-related services. Revenues are recognized for the research related services and the field-related services as described above if the customer has the unilateral right to proceed to field-related services after completion of the research-related services. If the field-related services will be delivered under the contract terms without the customer’s unilateral right to proceed, revenue for the research-related services are deferred and recognized ratably over the term of the field-related services.

Oil and Gas Activities

Successful Efforts Method. We use the successful efforts method of accounting for oil producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized.

Revenue Recognition. We follow the “sales” method of accounting for crude oil revenues. Under this method, we recognize revenues on production as it is taken and delivered to its purchasers.

Depletion. The estimates of crude oil reserves utilized in the calculation of depletion are estimated in accordance with guidelines established by the Society of Petroleum Engineers, the SEC and the Financial Accounting Standards Board, which require that reserve estimates be prepared under existing economic and operating conditions with no provision for price and cost escalations except by contractual arrangements. We emphasize that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. Our policy is to amortize capitalized costs on the unit-of-production method, based upon these reserve estimates.

We assess our proved properties for possible impairment on an annual basis at a minimum, or as circumstances warrant, based on geological trend analysis, changes in proved reserves or relinquishment of acreage. When impairment occurs, the adjustment is recorded to accumulated depletion.

Asset Retirement Obligation

We account for our asset retirement obligation, or ARO, in accordance with ASC 410, Asset Retirement and Environmental Obligations. The fair value of a liability for an ARO is required to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, and the associated retirement costs are capitalized as part of the carrying amount of the long-lived asset. We determined our ARO by calculating the present value of the estimated cash flows related to the liability based upon estimates derived from management and external consultants familiar with the requirements of the retirement and our ARO is reflected in the accompanying consolidated balance sheets as a long-term liability. We have not funded nor dedicated any assets to this retirement obligation. The liability is periodically adjusted to reflect (1) new liabilities incurred; (2) liabilities settled during the period; (3) accretion expense; and (4) revisions to estimated future plugging and abandonment costs.

Stock-Based Compensation

The Company has a stock-based compensation plan, the Glori Oil Limited Amended and Restated 2006 Stock Option and Grant Plan, or the 2006 Plan. All equity instruments granted under the 2006 Plan are settled in stock. Since the adoption of the 2006 Plan, we have recorded all share based payment expenses in accordance with the provisions of ASC 718, Compensation- Stock Compensation. The following table summarizes the stock options granted in 2013 and 2014 with their exercise prices and the fair value of the underlying common stock per share.

In the absence of a public market for our common stock, we engage a third-party valuation advisor to provide the board of directors with a range of fair market values for our common stock using a variety of methodologies based upon certain assumptions. In January 2013, our board of directors determined that there had been material developments in our business to warrant consideration of changes of certain assumptions, particularly with respect to the likelihood of potential liquidity events, which would have resulted in share valuation lower than $1.15, determined in the most recent valuation. Accordingly, we engaged a third-party firm to provide a valuation of our common stock as of January 1, 2013. The valuation resulted in a fair value per common share determination of $0.40. Our board of directors set the exercise price of the new options equal to the fair value of the common shares at $0.40. In addition, based upon its review of the factors used in deriving the previous valuation, the board of directors, on the recommendation of the compensation committee, concluded that the exercise price in previous grants should have been $0.40 and elected to make such adjustment to these outstanding options. The reduction in exercise price affected 1.8 million options, and the adjustment resulted in expense of approximately $47,000 recognized in June 2013.

We recognize expense for stock-based compensation using the calculated fair value of options on the grant date of the awards. We do not issue fractional shares nor pay cash in lieu of fractional shares and currently do not have any awards accounted for as a liability.

Our policy is to recognize compensation expense for service-based awards on a straight-line basis over the requisite service period for the entire award. Stock-based compensation expense is based on awards ultimately expected to vest.

As a result of the business combination with Infinity Corp. (the “Business Combination”) which consummated on April 14, 2014, the issued and outstanding Glori stock options were cancelled and reissued as stock options in the new Business Combination at a conversion ratio of 2.9 Glori stock options to 1 Business Combination stock option. The exercise price of the Glori stock options also increased by the same factor of 2.9.

The fair value of each option award was estimated on the grant date using a Black-Scholes option valuation model, which uses certain assumptions as of the date of grant:

Risk-free interest rate — risk-free rate, for periods within the contractual terms of the options, is based on the U.S. Treasury yield curve in effect at the time of grant;

Expected volatility — based on peer group price volatility for periods equivalent to the expected term of the options;

Expected dividend yield — expected dividends based on our expected dividend rate at the date of grant;

Expected life (in years) — expected life adjusted based on management’s best estimate for the effects of non-transferability, exercise restriction and behavioral considerations; and

Expected forfeiture rate — expected forfeiture rate based on historical and expected employee turnover.

We computed the fair value of all options granted during the year ended December 2013 and for the three months ended March 31, 2014, using the following assumptions:

Taxes

We account for income taxes using the asset and liability method wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to net operating loss carry forwards, measured by enacted tax rates for years in which taxes are expected to be paid, recovered or settled. A valuation allowance is established to reduce deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of March 31, 2014, we had a total valuation allowance of $12.2 million.

We follows ASC 740, Income Taxes (ASC 740), which creates a single model to address accounting for the uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position must meet before recognition in the consolidated financial statements. We do not have an uncertain tax position meeting the criteria of ASC 740.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards, or NOLs, to offset future taxable income. We believe that our issuance of series B preferred stock on October 15, 2009 resulted in a Section 382 ownership change limitation. We estimate that approximately $5.4 million of our $39.9 million NOLs as of March 31, 2014 will expire unused due to Section 382 ownership change limitations. In addition, due to our ownership change in connection with or after the Business Combination with Infinity Corp., our ability to utilize NOLs could be further limited by Section 382 of the Internal Revenue Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations.

Factors Affecting the Comparability of Pro Forma Results of Operations to Historical Results of Operations

Our pro forma results of operations, incorporated by reference herein as exhibit 99.9 of this filing, and future results of operations may not be comparable to our historical results of operations for the periods presented, due to, among other things, the Coke Field Acquisition and the Business Combination.

Historical Results of Operations for Glori

The following table sets forth selected financial data for the periods indicated (in thousands):

Three months ended March 31, 2013 and 2014

Oil and Gas Revenues. Oil and gas revenues increased $635,000, or 593%, to $742,000 for the three months ended March 31, 2014, from $107,000 for the three months ended March 31, 2013. The increase was attributable to the Coke Field Acquisition which we closed on March 14, 2014 which resulted in the inclusion of an additional $670,000 of oil and gas revenues related to the period from March 14, 2014 to March 31, 2014.

Service Revenues. Service revenues decreased $357,000 to $260,000 for the three months ended March 31, 2014 from $617,000 in the three months ended March 31, 2013. The decrease in revenues was primarily attributable to a decrease in Field Deployment phase services of $312,000 and $45,000 in Analysis Phase work. The decrease in revenues from Field Deployment services was due to a fewer number of projects in this phase in the first quarter of 2014 compared to the first quarter of 2013. We generated revenues from two projects in the first quarter of 2014 compared to five field projects in the first quarter of the previous year. The decline in the Analysis Phase work of $45,000 was due to three projects which generated revenues in the three months ended March 31, 2013 versus two projects which generated revenues in the three months ended March 31, 2014.

While revenues from services decreased in the first quarter of 2014 versus the first quarter of 2013, deferred revenues on the balance sheet increased to $2,445,000 as of March 31, 2014 from $1,753,000 as of March 31, 2013, or an increase of 39.5%. The increase in deferred revenues is due to an increase in cash collections on invoices for new projects for which certain contractual completion milestones had not yet been achieved which are required to record the associated revenues. Generally, invoices are sent at the start of a project for the Analysis Phase and do not begin to be recognized as revenues until the Field Deployment phase of a project commences. The result is that invoicing and cash collection for project may occur prior to the recognition of revenues. Deferred revenues on the balance sheet of $2,445,000 are primarily comprised of a project in Brazil and a project in Canada.

Oil and gas operations. Oil and gas operating expense increased by $653,000 to $1,227,000 in the three months ended March 31, 2014 compared to $574,000 in the three months ended March 31, 2013. The increase was mainly attributable to the acquisition of the Coke Field Assets which was completed on March 14, 2014 and resulted in the inclusion of an additional $589,000 of expenses of which $557,000 related to lease operating expenses for the period from March 14, 2014 to March 31, 2014. Additionally acquisitions expense increased $75,000 in the three months ended March 31, 2014 compared to the three months ended March 31, 2013 primarily due to third party due diligence costs related to the acquisition of the Coke Field Assets. Oil and gas operations expense also includes expenses for our Etzold field greenfield lab in Kansas and the compensation expense for our acquisitions and production professional staff and their related expenses in connection with identifying and analyzing potential acquisitions and managing our oil and gas assets.

Service operations. The first quarter 2014 resulted in operations expense of $541,000, a decline of $30,000 or 5.3%, compared to first quarter 2013 expenses of $571,000. The slight decline is attributable to a decrease in expenses related to water treatment which accompanied a project in California that ended in 2013.

Science and technology. Science and technology expenses decreased by $47,000, or 12.8%, to $320,000 for the three months ended March 31, 2014, from $367,000 for the three months ended March 31, 2013. The decrease was attributable to a slight decrease in employee compensation expense of $28,000 and a $13,000 decrease in supplies and materials expense.

Selling, general and administrative. Selling, general and administrative expenses increased by $195,000, or 18.3%, to $1,262,000 for the three months ended March 31, 2014, from $1,067,000 for the three months ended March 31, 2013. This increase was primarily related to accounting and other professional fees incurred in connection with the preparation and audit of the Coke Field Acquisition historical financial results. We also incurred certain costs and fees related to financing efforts for the Coke Field Acquisition which were not capitalized as deferred offering costs.

Depreciation, depletion and amortization. Depreciation, depletion and amortization increased by $275,000 to $448,000 for the three months ended March 31, 2014, from $173,000 for the three months ended March 31, 2013. The increase was attributable to an increase in depletion expense of $193,000 and increase in the accretion of the asset retirement obligation of $94,000 both of which were primarily due to the addition of the Coke Field Assets in the first quarter of 2014. These increases were partially offset by a decrease in depreciation expense of $12,000.

Total other (expense) income, net. Total other (expense) income, net increased $2,392,000 from an expense of $280,000 during the three months ended March 31, 2013 to an income of $2,112,000 during the three months ended March 31, 2014. The gain on change in fair value of the warrant liabilities increased $2,454,000 when comparing the first quarter 2014 versus the first quarter 2013. The warrant value decline was due to a change in valuation brought on by an increased number of warrants due to the issuance of the C-2 preferred warrants which occurred in the first quarter of 2014. Interest expense also increased to $347,000 in the first quarter of 2014 from $265,000 in the first quarter of 2013, due to increased borrowings under two new credit facilities for $18.0 million and $4.0 million used to partially fund the acquisition of the Coke Field Assets.

Liquidity and Capital Resources

Our primary sources of liquidity and capital since our formation have been proceeds from equity issuances and borrowings. To date, our primary use of capital has been to fund our operations and research and development activities. Through March 31, 2014, we raised approximately $63.8 million of net proceeds through private offerings of common and preferred stock. In March 2014, we issued C-2 Preferred Stock and C-2 Preferred Warrants for $5.0 million in net proceeds.

At March 31, 2014, we had a working capital deficit of $21,021,000, made up of current assets of $8,626,000 and current liabilities of $29,647,000. The current asset balance is comprised of cash and cash equivalents of $6,254,000, accounts receivable of $1,326,000, prepaid expenses and other current assets of $701,000 and inventory of $345,000. Included in current liabilities is $1,808,000 in accounts payable, $2,445,000 in deferred revenues, $919,000 in accrued expenses, $13,713,000 in warrant liabilities $9,960,000 in current portion of long-term debt and $802,000 in current deferred tax liability, net.

Subsequent to the end of the first quarter there were increases in our capitalization which significantly increased our cash balance and thus our working capital position. On April 14, 2014 we completed a merger and share exchange agreement (“Merger and Share Exchange”) with Infinity Cross Border Acquisition Corporation (“Infinity Corp.” - a special purpose acquisition company or blank check company publicly traded on NASDAQ). The Merger and Share Exchange resulted in net cash proceeds to us of approximately $24.0 million and approximately $13.8 million in additional cash from the private placement of 1,722,482 shares of common stock at $8.00 per share from Infinity Group, Hicks Equity Partners LLC and other investors.

The Merger and Share Exchange also resulted in a reduction of current liabilities furthering the positive impact to our working capital. All of the Company’s previously outstanding common shares, preferred shares and warrants were exchanged for 23,584,557 common shares in the new merged entity. Accordingly, the Company will no longer have liabilities for the fair value of warrants which will reduce current liabilities by the $13,713,000 value assessed at March 31, 2014. Additionally, on April 14, 2014, the Petro-Hunt note, also included in current liabilities for $2,000,000 was converted to 250,000 common shares.

In connection with the merger, all of the Company’s previously outstanding common shares, preferred shares and warrants were exchanged for approximately 23,584,557 common shares in the new merged entity, and accordingly, the Company will no longer have liabilities for the fair value of warrants and temporary equity currently reported in the accompanying condensed consolidated balance sheets.

During the twelve months after completion of the Merger and Share Agreement, we expect our principal sources of liquidity to be from the cash provided by the Merger and Share Agreement, our own cash on hand, new credit facilities to be used for financing future oil property acquisitions and cash flows from operating activities. Such new acquisition debt facilities will be based on the value of the oil and gas reserves acquired and secured by the respective assets. We expect these sources of liquidity will enable us to fund our capital expenditures and working capital needs for the next twelve months.

Following completion of the Merger and Share Agreement, we intend to pursue additional acquisitions of producing oil assets on which to deploy our AERO System technology of enhanced oil recovery. Planned capital expenditures for the next twelve months include approximately $1.4 million for the first phase of development and implementation of our AERO System technology in the Coke Field and approximately $1.2 million for field equipment for our AERO Service for customers and our research and development laboratory in Houston, Texas. Capital expenditures associated with the Coke Field Assets for the first twelve months could increase by an estimated $4.4 million, from $1.4 million, if we elect to pursue a full field implementation of our AERO technology on a more accelerated basis. As of March 31, 2014, we did not have any commitments for the acquisition of oil properties or any other capital commitments.

Revenues and cash flows from the Coke Field Assets will, in the near-term, represent the majority of our cash from operating activities until we complete other acquisitions of oil producing assets or experience significant growth in our services revenues. Operating cash flow from the Coke Field Assets, after direct operating expenses and related overhead costs, will principally be dedicated to servicing acquisition-related debt and capital expenditures. Such operating cash flow will be influenced by a number of factors such as oil production rates, oil prices and operating expenses. While we will enter into hedges for a portion of our oil production, variability in operating cash flow may require us to pursue additional resources to fund future capital expenditures and service associated debt.

Future cash requirements and the requirement for new financing will be dependent primarily upon our success in generating additional acquisition opportunities and their related capital expenditures. Although we believe that we will have sufficient liquidity and capital resources to meet our operating requirements and to fund expansion plans for the next twelve months, we may pursue additional opportunities which could require additional debt or equity financing. If we are not successful in securing such additional financing on favorable terms, our ability to achieve our desired level of revenues growth could be materially adversely affected. 

The following table sets forth the major sources and uses of cash for the periods presented (in thousands):

Operating Activities

During the three months ended March 31, 2014, our operating activities used $2,780,000 in cash. Our net loss for the three months ended March 31, 2014 was $684,000. Non-cash items totaled an income of $1,850,000, consisting primarily of a $2,454,000 gain in the change in fair value of warrant liabilities. This gain was partially offset by $448,000 of depreciation, depletion and amortization, $77,000 for stock based compensation expense and $79,000 in other non-cash operating expenses. Changes in operating assets and liabilities reduced net cash by $246,000 for the period due to an increase in accounts receivable of $1,019,000 and an increase in prepaid expenses of $630,000 which was offset by an inventory decrease of $6,000, accounts payable increase of $203,000, a deferred revenues increase of $692,000 and accrued expenses increase of $502,000.

The increase in accounts receivable was a result of a receivable outstanding at March 31, 2014 for $1,127,000 for oil and gas sales related to the Coke Field Assets. Prepaid expenses increased due to $534,000 of prepaid nutrient costs in Canada which will be substantially deployed by June 30, 2014 and a $77,000 deposit to our electric provider for the Coke Field. The increase in deferred revenues of $692,000 resulted from payment received on a Canadian project for which revenues have yet to be recognized. We expect to recognize a significant portion of the revenues related to this project in the second quarter. The accrued expense increase is primarily caused by an increase in expenses related to the Coke Field Acquisition related to operations of $528,000 and a $99,000 increase in interest on the related debt. These increases were partially offset by a decline in accrued legal and professional fees of $61,000 and a $77,000 decline in compensation accruals.

During the three months ended March 31, 2013, our operating activities used $2,041,000 in cash. Our net loss for the three months ended March 31, 2013 was $2,308,000. Non-cash operating expenses totaled $374,000 consisting of $173,000 in charges for depreciation, depletion and amortization, $72,000 for stock-based compensation expense, $74,000 for amortization of deferred loan costs and other and $55,000 in other non-cash operating expenses. Changes in operating assets and liabilities reduced net cash by $107,000. This balance is made up of an accounts receivable increase of $29,000, prepaid expenses increase of $48,000, an inventory increase of $4,000 and an accrued expense decrease of $208,000 partially offset by an accounts payable increase of $155,000 and a deferred revenues increase of $27,000. The increase in accounts payable was related to three large service invoices outstanding at March 31, 2013 which totaled approximately $200,000. The decrease in accrued expenses was primarily related to employee bonuses which were accrued at December 31, 2012 and paid at quarter ended March 31, 2013.

Our future cash flow from operations will depend on many factors including our ability to acquire oil fields, successfully deploy our AERO System technology on such oil fields and oil prices. Other variables affecting our cash flow from operations is the adoption rate of our technology and the demand for our services, which can also be impacted by the level of oil prices and the capital expenditure budgets of our customers and potential customers.

Investing Activities

Our capital expenditures were $39,070,000 for the three months ended March 31, 2014 compared to $124,000 for the three months ended March 31, 2013 due to the purchase of the Coke Field Assets for $38,988,000 in March of 2014. The remaining capital expenditures of $82,000 was largely related also to the construction of skid mounted injection equipment used in the AERO System process. Capital expenditures for the three months ended March 31, 2013 also consisted primarily of construction of skid mounted injection equipment used in the AERO System process.  

Financing Activities

During the three months ended March 31, 2014, cash provided by financing activities was $27,237,000 consisting primarily of new credit facilities totaling $24.0 million which were used to fund a portion of the Coke Field Acquisition. The new borrowings consisted of an $18.0 million senior secured term loan facility, a $4,000,000 subordinated debt and a $2,000,000 convertible note to the seller, Petro-Hunt. Also in connection with the Coke Field Acquisition, we issued C-2 Preferred Stock and warrants for proceeds of $5,049,000 as more fully discussed below. Cash generated from financing activities during the first quarter of 2014 was partially offset by principal payments on long-term debt of $893,000, and $767,000 in deferred loan costs. Deferred loan costs represent financing fees and legal expenses associated with the new $18.0 senior secured term loan facility and the $4,000,000 subordinated debt facility. During the three months ended March 31, 2014 we also incurred $157,000 in deferred offering costs payments related to the Business Combination with Infinity Corp.

The $18.0 million note is a three year senior secured term loan facility, secured by the Coke Field Assets, and bears interest at 11.0% per annum. The credit agreement requires quarterly principal payments equal to 50% of the excess cash flow, as defined therein, from the Coke Field Assets during the first year and 75% of excess cash flow thereafter. The credit agreement also requires Glori Energy Production Inc. to enter into hedges covering approximately 75% of its oil production based on a third party reserve report for projected proved developed production.

The $4.0 million note is a two year subordinated secured term note bearing interest at 12.0% per annum and is secured by the assets of Glori Energy Inc., but is subordinated to existing Glori Energy Inc. debt. As a condition of this financing, the lender of our term debt in the original amount of $8.0 million, as described in Note 4 – Long Term Debt, included in the Condensed Consolidated Financial Statements of Glori Energy Inc. and Subsidiaries included elsewhere in this filing, waived certain covenants restricting incurrence of additional debt, liens and capital expenditures. The subordinated note requires that it be paid within 60 days of consummation of the business combination with Infinity Corp., with a 10% prepayment penalty.

In addition to the debt, effective March 13, 2014, we issued to our current investors 1,842,028 Series C-2 Preferred Stock and 1,640,924 Series C-2 preferred share warrants for gross proceeds of $5,049,000. The proceeds were allocated $2,757,000 to the preferred shares and $2,262,000 to the preferred warrants, based upon our most recent company valuation at the time of issuance. The Series C-2 Preferred Stock has preference in liquidation but is otherwise substantially equivalent to the Series C Preferred Stock and Series C-1 Preferred Stock.

Subsequent to the quarter end, on April 14, 2014 Petro-Hunt exercised their option to convert their $2.0 million subordinated note receivable from us to common shares at $8.00 per share or 250,000 shares in the Business Combination with Infinity Corp. On May 13, 2014, the Company prepaid the $4.0 million Glori Energy Inc. subordinated debt plus accrued interest and a $400,000 prepayment penalty.

During the three months ended March 31, 2013, cash used by financing activities was $111,000, primarily due to payments for deferred offering costs of $110,000 related to the Company’s C-1 Preferred Stock issuance.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, except for operating lease obligations presented in the table below.

Contractual Obligations and Commercial Commitments

At March 31, 2014, we had contractual obligations and commercial commitments as follows (in thousands):

Recently Issued Accounting Pronouncements

In February 2013, The Financial Accounting Standards Board, or the FASB, issued FASB ASU 2013-02 “Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The amendments in this update seek to obtain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross reference other disclosures required under U.S. GAAP that provide additional detail about these amounts. The amendment is effective prospectively for public entities for reporting periods beginning after December 15, 2012. For non-public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. The provisions for this accounting update did not have a material impact on our financial position or results of operations.

In July 2013 the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” This new guidance requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The provisions of this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. The provisions for this accounting update did not have a material impact on our financial position or results of operations.

Properties

The sections of the Final Prospectus entitled “Glori Business – Glori’s Properties”, “Glori Business – Oil and Natural Gas Leases”, “Glori Business – Intellectual Property Portfolio” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Glori – Overview of Oil and Gas Operating Information” are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock immediately following the Business Combination by:

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all Common Stock that they beneficially own, subject to applicable community property laws. All Common Stock subject to options or warrants exercisable within 60 days of the Closing are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. The following table does not reflect record or beneficial ownership of the Company’s warrants for shares of the Company’s Common Stock.

Subject to the paragraph above, percentage ownership of outstanding shares is based on 29,583,024 shares of Common Stock to be outstanding upon consummation of the Business Combination as of April 15, 2014. The table below takes into account: (i) that 2,351,533 Ordinary Shares were validly tendered pursuant to the Share Tender Offer; (ii) the issuance of 3,398,467 shares of Common Stock to Infinity Corp. shareholders in connection with the Redomestication (not including Founder Shares); (iii) the issuance of 23,584,557 shares of Common Stock as merger consideration to Glori stockholders and warrantholders in connection with the Transaction Merger; (iv) that no warrants or options were exercised or converted into Common Stock, (v) that the 1,437,500 Founder Shares were converted into 1,437,500 shares of Common Stock, subject to certain restrictions on transfer, (vi) that the 500,000 UPOs owned by the underwriters or their designees were converted into 100,000 shares of Common Stock, subject to certain restrictions on transfer, and (vii) that 1,062,500 shares of Common Stock were purchased through the PIPE Investment.

* Less than 1%

Directors and Executive Officers

Immediately after the Closing, the Company’s directors and executive officers are as follows, provided, however, that one of the directors to be appointed pursuant to the Merger Agreement has not yet been identified:

The terms of office of the directors of the Company are staggered such that directors are generally elected to serve two-year terms, or until such director’s successor is elected and qualified, with one-half of such member’s term expiring each year. The term of a director expires at the annual meeting of shareholders held in the second year following their election, but directors whose terms of office expire may be re-elected.

The biographical information of each of the directors and executive officers is as set forth in the section of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance – Directors and Executive Officers after the Business Combination” and is incorporated herein by reference.

Executive Compensation

The information in the sections of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance – Post-Merger Compensation”, “Directors, Executive Officers, Executive Compensation and Corporate Governance – Director Compensation” and “Directors, Executive Officers, Executive Compensation and Corporate Governance – Compensation Committee” are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information in the sections of the Final Prospectus entitled “Certain Relationships and Related Transactions – Certain Transactions of Infinity Corp.” and “Certain Relationships and Related Transactions – Certain Transactions of Glori” are incorporated herein by reference.

With the exception of Mr. Page, Mr. Aschebrook and Mr. Chess, each of the members of the board of directors of Infinity Acquisition meets the independence requirements of Nasdaq.

Prior to the Closing, certain of Infinity Corp.’s directors and officers had interests in the Business Combination that were different from, or in addition to, the interests of its shareholders, including:

Based on the foregoing, the directors and officers and their affiliates had a financial interest in consummating any business combination, thereby resulting in a conflict of interest. This could have influenced Infinity Corp.’s officers’ and directors’ motivation in pursuing Glori as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Business Combination was in Infinity Corp. shareholders’ best interests.

Legal Proceedings

The information in the sections of the Final Prospectus entitled “Infinity Corp. Business — Legal Proceedings” and “Glori Business—Legal Proceedings” is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Prior to the Closing, Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units were each quoted on Nasdaq, under the symbols “INXB,” “INXBW” and “INXBU,” respectively. Each Unit consisted of one Ordinary Share and one Infinity Corp. Warrant to purchase an additional Ordinary Share. Units commenced trading on July 20, 2012. Ordinary Shares and Infinity Corp. Warrants commenced trading on September 20, 2012. After the Closing, each Unit automatically converted into one share of Common Stock and one Infinity Acquisition Warrant. As of April 15, 2014, the Common Stock and the Infinity Acquisition Warrants are trading on Nasdaq under the ticker symbols “GLRI” and “GLRIW”, respectively.

The information in the section of the Final Prospectus entitled “Price Range of Securities and Dividends” is incorporated herein by reference.

The Company has no obligation or immediate plans to pay dividends to the holders of its Common Stock in the foreseeable future. The Company expects to retain future earnings, if any, for use in the operation and expansion of its business. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors, will be paid out of funds legally available therefor, and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our board of directors.

As of the Closing, there were approximately 60 holders of record of the Company’s Common Stock.

Sales of Unregistered Securities Prior to the Business Combination

Senior Secured First Lien Note

On March 14, 2014, Glori Energy Production Inc. entered into the Note Purchase Agreement with the purchasers listed on Schedule 1 thereto and with Stellus Capital Investment Corp. as administrative agent for the benefit of the purchasers. Glori Energy Production Inc. issued an aggregate of $18.0 million in face value senior secured first lien notes, due March 14, 2017, which were funded net of a 2% origination fee of $360,000. The notes bear interest at a varying per annum interest rate equal to LIBOR plus 1000 basis points. The notes are repayable quarterly, with $112,500 of principal due on the first day of each quarter, plus a percentage Glori Energy Production Inc.’s positive consolidated net cash flow for the preceding quarter, to the extent that such amount exceeds $112,500. The notes are secured by a lien on (a) all of the property of Glori Energy Production Inc. and any subsidiaries which may be formed and (b) all of the shares of Glori Energy Production Inc.’s common stock.

Second Lien Secured Term Note

On March 13, 2014, Glori Energy Technology issued a Second Lien Secured Term Note to E.W. Holdings Inc., in the face amount of $4.0 million, due March 14, 2016. The note bears interest at a rate of 12% per annum for the six months following the date of the note, and 20% per annum thereafter. The note must be prepaid 60 days after the earlier of the Closing or after the termination of the Merger Agreement, among other events. Such prepayment will be made at 110% of principal. This note is secured by the assets of Glori Energy Technology and Glori California Inc., and is subordinated to the Hercules Technology Growth Capital, Inc. debt.

The PIPE Investment

On January 7, 2014, Infinity Corp. and Infinity Acquisition entered into a share purchase agreement with the Sponsors and other investors pursuant to which the Sponsors and the other investors collectively (i) agreed to purchase the Minimum Commitment necessary to ensure that Infinity Corp. met the $25.0 million minimum balance requirement set forth in the Merger Agreement, assuming that at least $8.0 million in cash remained in the Trust Account following the consummation of the Share Tender Offer, and (ii) were granted an option to purchase up to an additional $8.0 million of shares of Common Stock (above and beyond the Minimum Commitment) to increase their total investment to a maximum of $25.0 million, such additional investment to be used to provide additional working capital to Infinity Acquisition. The purchase price for the shares issued in the PIPE Investment was $8.00 per share. The PIPE Investment was consummated simultaneously with the closing of the Business Combination. The option to purchase additional shares in connection with the PIPE Investment will remain open until, and will be fully closed by April 29, 2014.

The January 2014 Notes

On January 8, 2014, Infinity Corp. borrowed, pursuant to certain non-interest bearing unsecured convertible promissory notes (the “Notes”), an aggregate of $500,000 from Infinity-C.S.V.C. Management Ltd., an affiliate of the Infinity Funds ($250,000) and HH Energy Group, LP, one of the Sponsors ($250,000), for the payment of various expenses in connection with the Business Combination and the Share Tender Offer. The Notes were due upon consummation of the Business Combination. The Notes were converted into warrants of the Company, at a price of $0.50 per warrant, that have identical terms to the Insider Warrants.

Issuance of Series C-1 Preferred Stock

Between April 30, 2013 and November 14, 2013, Glori sold an aggregate of 4,462,988 shares of series C-1 preferred stock at a price of $2.741 per share for gross proceeds of approximately $12.2 million. The table below sets forth the number of shares of series C-1 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-1 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-1 preferred stock was entitled to a conversion ratio of approximately 2 to 1.

Issuance of Series C-2 Preferred Stock

On March 13, 2014, Glori sold an aggregate of 1,842,028 shares of series C-2 preferred stock at a price of $2.741 per share for gross proceeds of approximately $5.0 million. As a result of the C-2 investment, the shares of Common Stock issued to Glori stockholders at the Closing was increased by 631,125 shares, calculated by dividing the C-2 investment by $8.00 per share. The table below sets forth the number of shares of series C-2 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-2 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-2 preferred stock was entitled to a conversion ratio of approximately 2 to 1.

In addition, the information in the sections of the Final Prospectus entitled “Certain Relationships and Related Transactions – Certain Transactions of Infinity” and “Certain Relationships and Related Transactions – Certain Transactions of Glori” is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

The information in the sections of the Final Prospectus entitled “Description of the Combined Company’s Securities Following the Business Combination”, “The Redomestication, Business Combination and Merger Agreement – Merger with Glori; Merger Consideration – Lock-up Agreements”, “The Redomestication, Business Combination and Merger Agreement – Merger with Glori; Merger Consideration – Registration Rights Agreement”, “Security Ownership of Certain Beneficial Owners and Management – Transfers of Founder Shares and Sponsor Warrants” and “Security Ownership of Certain Beneficial Owners and Management – Registration Rights” is incorporated herein by reference.

Indemnification of Directors and Officers

Article IX of the Company’s Amended and Rested Certificate of Incorporation (the “Company Charter”), incorporated by reference herein as Exhibit 3.3 to this Form 8-K and incorporated herein by reference, provides as follows:

1.          To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated to the fullest extent permitted by the DGCL, as so amended.

2.          The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

3.          The Company shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

4.          The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

5.          Neither any amendment or repeal of any Section of this ARTICLE IX , nor the adoption of any provision of this Certificate inconsistent with this ARTICLE IX , shall eliminate or reduce the effect of this ARTICLE IX , in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE IX , would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Section 145(a) of the DGCL permits a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his or her service as a director, officer, employee or agent of the corporation, or his or her service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Section 145(a) or Section 145(b) of the DGCL or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such director or officer in connection therewith, provided that indemnification provided for by Section 145 of the DGCL or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such director or officer or incurred by such director or officer in any such capacity or arising out of such director’s or officer’s status as such whether or not the corporation would have the power to indemnify such director or officer against such liabilities under Section 145 of the DGCL.

The Company’s bylaws include provisions relating to indemnification rights consistent with those set forth in the Company’s charter and also contain provisions regarding advancement to officers and directors of the Company of expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of final disposition. In addition, the Company’s bylaws provide for a right of indemnitee to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by the Company within 60 days after a written claim therefor has been received by the Company. The Company’s bylaws also permit the Company to purchase and maintain insurance, at the Company’s expense, to protect the Company and/or any director, officer, employee or agent of the Company or another entity, trust or other enterprise, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or modification of provisions of the Company’s bylaws affecting indemnification rights will (unless otherwise required by law) be prospective only, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

The information regarding the Employment Agreements that is set forth in Item 5.02 hereof is incorporated herein by reference.

On April 14, 2014, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each executive officer and director of the Company (each an “Indemnitee”). The Indemnification Agreements supplement the indemnification rights provided under the Company’s Charter and bylaws and applicable law. The Indemnification Agreements provide, among other things, that the Company will indemnify each Indemnitee against all expenses (as defined in the Indemnification Agreements) and liabilities incurred in connection with his or her service as an executive officer or director to the fullest extent permitted by applicable law. The Indemnification Agreements also provide procedures for the determination of an Indemnitee’s right to receive indemnification and the advancement of expenses. The foregoing description of the Indemnification Agreements with the directors of the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.16 hereof and is incorporated herein by reference. In addition, the Company’s Bylaws and form of Employment Agreement, incorporated by reference herein as Exhibits 3.4 and 10.2 to this Form 8-K, respectively, contain additional indemnity provisions which are incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth in Item 9.01 hereof is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Closing, Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units were each quoted on Nasdaq, under the symbols “INXB,” “INXBW” and “INXBU,” respectively. Each Unit consisted of one Ordinary Share and one Infinity Corp. Warrant to purchase an additional Ordinary Share. After the Closing, each Unit automatically separated into one share of Common Stock and one Infinity Acquisition Warrant. As a result, the Units are no longer listed on Nasdaq. As of April 15, 2014, the Common Stock and the Infinity Acquisition Warrants are trading on Nasdaq under the ticker symbols “GLRI” and “GLRIW”, respectively.

On February 24, 2014, Infinity Corp.  received a written notice from Nasdaq indicating that Infinity Corp. is not in compliance with Listing Rule 5550(a)(3), which requires Infinity Corp. to have at least 300 public holders of its ordinary shares for continued listing on the exchange. On March 26, 2014, the Company, as the successor to Infinity Corp., submitted to Nasdaq a plan to regain compliance with the foregoing listing rule a copy of which is incorporated by reference herein as Exhibit 99.7 to this Form 8-K. However, there is no assurance that Nasdaq will accept the plan.  If Nasdaq does not accept the plan, the Company will have the opportunity to appeal the decision in front of a hearings panel, which appeal would stay any delisting actions until the issuance of a decision by the panel. If the panel does not accept the plan, the Company’s securities will likely commence trading on the OTC Bulletin Board.

Item 3.03 Material Modification to Rights of Security Holders.

Effective as of the Closing, Infinity Corp. changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware by merging with and into Infinity Acquisition. At the time of the Redomestication, Infinity Corp. had an unlimited number of authorized Ordinary Shares with no par value and unlimited shares of preferred shares with no par value. Based on the Company Charter, the Company is now authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share. Prior to the Redomestication, Infinity Corp. had 7,187,500 Ordinary Shares issued and outstanding, including Ordinary Shares underlying the Units. In connection with the Transaction Merger and pursuant to the Merger Agreement, the Company issued 23,584,557 shares of Common Stock to the stockholders and warrantholders of Glori Energy Technology as merger consideration, 1,062,500 shares of Common Stock to investors in the PIPE Investment and 100,000 shares of Common Stock to the underwriters upon conversion of their unit purchase options. In connection with the Redomestication, each issued and outstanding ordinary share of Infinity Corp. automatically converted into one substantially equivalent share of Company Common Stock.

Additionally, upon effectiveness of the Redomestication, each of the 5,742,900 Public Warrants of Infinity Corp. (the “Infinity Corp. Warrants”) was converted into one substantially equivalent warrant to purchase Common Stock, each exercisable for one share of Common Stock at $10.00 per share (each such warrant also referred to herein as an Infinity Acquisition Warrant). As a condition to entering into the Merger Agreement, Glori required that Infinity Corp. effectuate certain changes with respect to the Infinity Corp. Warrant, which it viewed as fundamental to the Business Combination due to the potential dilution from the Infinity Corp. Warrants and advised that it would not approve the Business Combination unless Infinity Corp. agreed to these changes. Accordingly, Infinity’s board of directors determined that it was necessary to effectuate these changes since Glori would not otherwise approve the Business Combination. Accordingly, to accommodate such requirement and induce Glori to enter into the Merger Agreement, Infinity Corp. obtained written consents from the holders of a majority of the outstanding Infinity Corp. Warrants to approve amendments ( the “Warrant Amendment”) to the warrant agreement for the Infinity Corp. Warrants (the “Warrant Agreement”) to: (i) increase the exercise price of the Infinity Corp. Warrants from $7.00 to $10.00 per ordinary share of Infinity Corp., (ii) increase the redemption price of the Infinity Corp. Warrants from $10.50 to $15.00 per ordinary share of Infinity Corp., (iii) increase the term of the Infinity Corp. Warrants from three years following the consummation of the Business Combination to five years following the consummation of the Business Combination, (iv) delete the provision decreasing the exercise price of the Infinity Corp. Warrants in connection with certain transactions and (v) allow the Infinity Corp. Warrants to be converted into Common Stock, on a one for ten basis, during the 30 day period commencing 31 days after the consummation of the Business Combination. The Warrant Amendment became effective upon the execution of an amendment to the warrant agreement in connection with the Closing of the Business Combination and will apply to the Infinity Acquisition Warrants issued in exchange for the Infinity Corp. Warrants in the Redomestication. Similarly, each of the 4,820,000 Insider Warrants were converted into 4,820,000 Insider Warrants of the Company. However, the holders of the Insider Warrants have agreed that the Company has the right to demand that the Insider Warrants be converted into shares of Common Stock, at a ratio of ten warrants for one share of Common Stock, during the thirty day period commencing 31 days after the consummation of the Business Combination.

The sections of the Final Prospectus entitled “Summary of the Prospectus - The Redomestication, Business Combination and Merger Agreement,” and “Description of the Combined Company’s Securities Following the Business Combination”, “Material U.S. Federal Income Tax Consequences” and “Material Differences in the Rights of Infinity Corp. Shareholders Following the Business Combination” are incorporated herein by reference. The Company Charter and the Company Bylaws are incorporated by reference herein as Exhibits 3.3 and 3.4 to this Form 8-K, respectively, and are hereby incorporated by reference into this Item 3.03. The description of the Company Charter and the Company Bylaws referenced above is a summary and does not purport to be a complete description of those documents and is qualified in its entirety by reference to the copies of those documents filed or incorporated by reference as exhibits hereto.

Item 4.01 Changes in Registrant’s Certifying Accountant.

As a result of the Business Combination, the Company has engaged GETI’s principal accountant, Grant Thornton LLP, as its principal accountant to audit the Company’s financial statements. None of the reports on the Company’s financial statements for either of the past two years by the Company’s former principal accountant, BDO Ziv Haft, contained an adverse opinion or disclaimer, or was qualified or modified as to uncertainty, audit scope or accounting principles.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Transaction Merger, Infinity Corp.’s former public shareholders own approximately 11% of the Company, Infinity Corp.’s former directors, officers, Sponsors and affiliates own approximately 5% of the Company, and the pre-Business Combination stockholders and warrantholders of Glori own approximately 80% of the Company.

The information set forth in 2.01 above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, effective April 14, 2014, the following persons were appointed as directors and executive officers of the Company:

Mr. Michael Schulhof is the father of Mr. Jonathan Schulhof.

On April 14, 2014, the Company entered into separate director agreements (the “Director Agreements”) with each director of the Company. Each of the Director Agreements provides certain terms relating to each director’s appointment including compensation, indemnification, insurance and reimbursement of certain expenses. With respect to Messrs. Page, Chess, Aschebrook, Jonathan Schulhof, Michael Schulhof, Hicks and Gibbs, the Director Agreements do not provide for compensation in consideration of their service as directors.

Set forth below is a description of the compensatory arrangements in the Director Agreements of Messrs. Clarke, Puckett and Kishore that the Company entered into as of the closing of the Business Combination.

The foregoing description of the Director Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Director Agreement, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.17 hereof and is incorporated herein by reference.

John Clarke

John Clarke's Director's Agreement provides for (i) an annual cash retainer of $50,000 and (ii) an annual grant of $75,000 in restricted shares of the Company's common stock, in each case, in consideration of Mr. Clarke's service as a director. Mr. Clarke's Director Agreement also provides for an annual fee of $15,000 in consideration of Mr. Clarke's service as chairman of the Company's board of directors and an annual fee of $15,000 in consideration of Mr. Clarke's service as chairman of the audit committee.

Mark Puckett

Mark Puckett's Director's Agreement provides for (i) an annual cash retainer of $50,000 and (ii) an annual grant of $75,000 in restricted shares of the Company's common stock, in each case, in consideration of Mr. Puckett's service as a director. Mr. Puckett's Director's Agreement also provides for an annual fee of $10,000 in consideration of Mr. Puckett's service as chairman of the compensation committee and an annual fee of $7,500 in consideration of Mr. Puckett's service as chairman of the audit committee.

Ganesh Kishore

Dr. Ganesh Kishore's Director's Agreement provides for a fee to be determined by the board in consideration of his service as chairman of the executive committee.

On April 14, 2014, the Company entered into employment agreements (the “Employment Agreements”) with the Company’s executive officers and certain other key employees of the Company. Each of the Employment Agreements provides certain terms relating to each officer’s employment including compensation, indemnification, insurance and reimbursement of certain expenses. Set forth below is a description of the employment agreements of Messrs. Page, Perez and Bierhaus that the Company entered into in connection with the Business Combination. 

Stuart M. Page

The Company is party to an employment agreement with its chief executive officer, Stuart M. Page, effective April 14, 2014. Mr. Page’s initial annual base salary was set at $400,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 50% of Mr. Page’s annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 200% of Mr. Page’s annual base salary.

If the Company terminates Mr. Page’s employment without “cause” or Mr. Page terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for one year and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Page’s employment for “cause” or if Mr. Page terminates his employment with the Company without “good reason”, Mr. Page will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Page has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Page shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board (not including Mr. Page) at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Page and an opportunity for Mr. Page, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Page is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Page being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Page’s employment agreement. Mr. Page shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Page’s employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Page’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Page’s then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Page’s employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Page is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Page’s restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were no outstanding unvested options held by Mr. Page that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

If Mr. Page’s employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

Victor M. Perez

The Company is party to an employment agreement with its chief financial officer, Victor M. Perez, effective April 14, 2014. Mr. Perez’s initial annual base salary was set at $260,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 45% of Mr. Perez’s annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 100% of Mr. Perez’s annual base salary.

If the Company terminates Mr. Perez’s employment without “cause” or Mr. Perez terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for six months and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Perez’s employment for “cause” or if Mr. Perez terminates his employment with the Company without “good reason”, Mr. Perez will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Perez has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Perez shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Perez and an opportunity for Mr. Perez, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Perez is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Perez being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Perez’s employment agreement. Mr. Perez shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Perez’s employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Perez’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Perez’s then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Perez’s employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Perez is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Perez’s restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were 51,725 outstanding unvested options held by Mr. Perez that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

If Mr. Perez’s employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

William M. Bierhaus II

The Company is party to an employment agreement with Mr. Bierhaus, effective April 14, 2014. Mr. Bierhaus’ initial annual base salary was set at $250,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 40% of Mr. Bierhaus’ annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 100% of Mr. Bierhaus’ annual base salary.

If the Company terminates Mr. Bierhaus’ employment without “cause” or Mr. Bierhaus terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for six months and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Bierhaus’ employment for “cause” or if Mr. Bierhaus terminates his employment with the Company without “good reason”, Mr. Bierhaus will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Bierhaus has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Bierhaus shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Bierhaus and an opportunity for Mr. Bierhaus, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Bierhaus is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Bierhaus being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Bierhaus’ employment agreement. Mr. Bierhaus shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Bierhaus’ employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Bierhaus’ then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Bierhaus’ then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Bierhaus’ employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Bierhaus is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Bierhaus’ restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were no outstanding unvested options held by Mr. Bierhaus that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

If Mr. Bierhaus’ employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

The information set forth in Item 2.01 above and the sections of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance - Directors and Executive Officers after the Business Combination” and “Directors, Executive Officers, Executive Compensation and Corporate Governance – Compensation of Directors and Executive Officers” are incorporated herein by reference. Copies of the employment agreements of Messrs. Page, Perez and Bierhaus are incorporated by reference herein as Exhibits 10.2, 10.3 and 10.4 to this Form 8-K, respectively, and are incorporated herein by reference.

The Company’s Bylaws grant the board of directors the authority to delegate its powers to committees. The Company’s committees are required to conduct meetings and take action in accordance with the directions of the board of directors, the charter and the terms of the respective committee charters. The Company has created four standing committees: the audit committee, the compensation committee, the nominating and corporate governance committee and the executive committee. Each of the audit committee, compensation committee and nominating and corporate governance committee may not delegate any of its authority to subcommittees unless otherwise authorized by the board of directors. The executive committee may delegate some of its responsibilities to the other committees of the Board and monitor their work.

Audit Committee

Prior to the Business Combination, the Company established and approved the charter of the audit committee. The audit committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq and Rule 10A-3 of the Exchange Act, and includes at least one “audit committee financial expert,” as defined by the SEC rules. Messrs. Clarke, Puckett and J. Schulhof serve as members of the audit committee and Mr. Clarke serves as chairman of the audit committee. Each member of the audit committee is financially literate and Mr. Clarke qualifies as an “audit committee financial expert.” The audit committee is responsible for, among other things:

Compensation Committee

Prior to the Business Combination, the Company established and approved the charter of the compensation committee. The compensation committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq. In accordance with the compensation committee charter, the members are “outside directors” as defined in Section 162(m) of the Code and “non-employee directors” within the meaning of Section 16 of the Exchange Act. Messrs. Puckett, Gibbs and Kishore serve as members of the compensation committee and Mr. Puckett serves as chairman of the compensation committee. The responsibilities of the compensation committee include:

Nominating and Corporate Governance Committee

Prior to the Business Combination, the Company established and approved the charter of the nominating and corporate governance committee. The nominating and corporate governance committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq. Messrs. Gibbs, Kishore and Puckett serve as members of the nominating and corporate governance committee and Mr. Puckett serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for, among other things:

Executive Committee

Prior to the Business Combination, the Company established and approved the charter of the executive committee. Messrs. Gibbs, Kishore, Page, Schulhof and Clarke serve as members of the executive committee and Dr. Kishore serves as chairman of the executive committee. The executive committee is responsible for, among other things, overseeing and approving capital expenditures of the Company in excess of $50,000 as recommended by the Chief Executive Officer of the Company and reviewing and assessing annually the executive committee’s performance and the adequacy of its charter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 14, 2014, the Company filed with the Delaware Secretary of State a Certificate of Merger and the Company Charter. A copy of the Company Charter is incorporated by reference into this Form 8-K as Exhibit 3.3 and incorporated herein by reference. Additionally, effective April 14, 2014, the Company adopted Amended and Restated Bylaws, a copy of which is incorporated by reference into this Form 8-K as Exhibit 3.4 and incorporated herein by reference.

Effective April 14, 2014, pursuant to the Merger Agreement, the Company has changed its fiscal year end from March 31 to December 31. The Company intends to file an amendment to this Form 8-K covering the transition period associated with the change in fiscal year end.

The information included in Item 3.03 above and the section of the Final Prospectus entitled “Material Differences in the Rights of Infinity Corp. Shareholders following the Business Combination” are incorporated herein by reference.

(For Item 5.06 “Change in Shell Company Status,” see the 8-K12g-3/A filed immediately after this 8-K12g-3 filing)

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The following audited financial statements of Glori Energy Technology (referred to therein as Glori Energy Inc.) and the Coke Field Acquisition are incorporated herein by reference to the Final Prospectus beginning on page F-1 and F-64, respectively:

The following financial statements of Infinity Cross Border Acquisition Corporation and Glori Energy, Inc. and Subsidiaries are being incorporated by reference into this Form 8-K as Exhibit 99.8:

Consolidated Financial Statements of Infinity Cross Border Acquisition Corporation

Report of Independent Registered Public Accounting Firm

Balance Sheets as of March 31, 2014 and as of March 31, 2013

Statements of Operations for the period from April 6, 2011 (date of inception) to March 31, 2013, from April 1, 2013 to March 31, 2014 and from April 6, 2011 (date of inception) to March 31, 2014

Statements of Changes in Shareholders’ Equity for the period from April 6, 2011 (date of inception) to March 31, 2014

Statements of Cash Flows for the period from April 6, 2011 (date of inception) to March 31, 2013, from April 1, 2013 to March 31, 2014 and from April 6, 2011 (date of inception) to March 31, 2014

Notes to Financial Statements

Consolidated Financial Statements of Glori Energy Inc. and Subsidiaries

Condensed Consolidated Balance Sheets as of December 31, 2013 and March 31, 2014 (unaudited)

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 (unaudited) and 2014 (unaudited)

Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity for the Three Months ended March 31, 2014 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 (unaudited) and 2014 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

(b) Pro Forma Financial Information

The following unaudited condensed combined pro forma consolidated financial statements are being incorporated by reference into this Form 8-K as Exhibit 99.9:

Unaudited Condensed Combined Pro Forma Balance Sheets as of March 31, 2014

Unaudited Condensed Combined Pro Forma Statement of Operations for the Three Months Ended March 31, 2014

(d) Exhibits.

The following exhibits are filed herewith

SIGNATURE

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

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K12G3’ Filing		Date		Other Filings
		3/14/17
		3/14/16
Filed on:		8/7/14		8-K12G3/A
		8/6/14
		6/30/14		10-Q
		5/15/14		8-K/A
		5/13/14
		5/2/14		4,  8-K/A
		4/29/14		4,  D
		4/25/14		3,  4
		4/18/14		8-K
		4/15/14		3
For Period End:		4/14/14		3,  3/A,  4,  8-K,  8-K/A,  8-K12G3/A
		4/9/14		S-4/A
		4/7/14		S-4/A
		3/31/14		20-F
		3/26/14
		3/20/14		S-4/A
		3/19/14
		3/14/14
		3/13/14
		2/24/14
		2/20/14
		1/8/14
		1/7/14
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		9/20/12
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		6/11/12
		12/30/11
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		10/15/09
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Filing Submission 0001144204-14-047501   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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