25 Jan 2017listing compliance notice▼ BadMajor
Glori Energy Inc. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Jan 2017listing compliance notice▼ BadMajor
Glori Energy Inc. suspended its duty to file periodic reports with the SEC.
25 Jan 2017listing compliance notice▼ BadMajor
Glori Energy Inc. deregistered its securities, ending its obligation to file reports with the SEC.
25 Jan 2017listing compliance notice▼ BadMajor
Glori Energy Inc. suspended its duty to file periodic reports with the SEC.
20 Sept 2016listing compliance notice▼ BadMajor
Glori Energy Inc.'s securities were notified for removal from listing and registration on its exchange.
9 Sept 2016listing compliance notice▼ BadMajor
Glori's board decided on September 8, 2016 to voluntarily delist its common stock from Nasdaq and deregister it under Section 12(b), rather than try to cure the equity and $1.00 bid price deficiencies. It plans to file Form 25 around September 19, expects delisting around September 29, 2016, and intends to seek trading on an OTC Market Group system and keep filing reports under Section 15(d). The board cited the cost and uncertainty of staying compliant. The press release says the company is pursuing its 'Phoenix' plan to lease abandoned oil fields and has begun leasing acreage in one, is in talks for a modest corporate-level raise, is evaluating project financing, and expects a decision in 30-60 days on its DOE loan guarantee application; it gives no assurance any of this will succeed. It also names Kevin Guilbeau as Executive Chairman and CEO. Shares stay held, but move from Nasdaq to over-the-counter trading.
19 Aug 2016listing compliance notice▼ BadMajor
On August 18, 2016 Nasdaq said Glori's stockholders' equity at June 30, 2016 was below the $2.5 million minimum, and that it also fails the alternative market value and net income tests. This is on top of the bid-price shortfall reported in October 2015. Glori has 45 days to submit a plan to regain compliance and is still deciding whether to do so; a plan could earn an extension up to 180 days from the notice date. The company's address is again shown as 4315 South Drive.
23 Oct 2015listing compliance notice▼ BadMajor
On October 23, 2015 Nasdaq warned Glori that its stock had closed below $1.00 for 30 straight business days. Glori has until April 20, 2016 to get back above $1.00 for 10 consecutive business days, with a possible second 180-day period. It has not lost its listing, and the company says it may consider a reverse stock split if needed. The company's address is now 10350 Richmond Avenue, Suite 850, Houston.
11 Sept 2014listing compliance notice● NeutralMajor
Glori Energy Inc.'s exchange filed to remove a class of its securities from listing.
29 Aug 2014listing compliance notice▼ BadMajor
On August 25, 2014 Nasdaq approved the initial listing of Glori's common stock, which continues to trade as GLRI. But Nasdaq said the warrants (the $10.00 public warrants and similar instruments from the merger vehicle) have fewer than the required 400 round lot holders, and they will be delisted at the open on September 4, 2014. Glori will not appeal. Warrant holders lose their Nasdaq listing; the filing does not say where, if anywhere, they will trade.
7 Aug 2014business combination● Neutral
Glori re-filed in one document the April 18, 2014 merger report and its May 2 and May 15 amendments, solely to fix the EDGAR header and record that Glori Energy Inc. is successor issuer to Infinity Cross Border Acquisition Corporation. The excerpt shown is mostly definitions and forward-looking-statement language and adds no new events; it is a technical re-filing of the merger disclosure.
7 Aug 2014business combination● Neutral
This amendment to the April 14, 2014 merger report was filed only to correct the EDGAR header so Glori Energy Inc. is shown as successor issuer to Infinity Cross Border Acquisition Corporation under Rule 12g-3, and to obtain a Commission File Number. It also restates that the company ceased to be a shell company at closing. It carries no new business or financial news.
17 June 2014capital raising announcement● Neutral
The two sponsors (Infinity and Hicks) had lent the pre-merger shell $500,000 in January 2014 through convertible notes. They converted the notes into 1,000,000 new warrants at $10.00 per share, expiring April 14, 2019. On June 12, 2014 Glori exercised its right to convert each warrant into 0.10 share, and the filing says the company received no additional proceeds. Inference: this would turn the 1,000,000 warrants into about 100,000 shares, but the filing does not state the share count, so the effect on existing holders is small and not quantified. Those shares are covered by the S-3 filed May 29 and amended June 16.
15 May 2014asset acquisition disposition● Neutral
This is Amendment No. 2 to the April 18 report on the merger closing, filed only to add financial information for Infinity Cross Border (INXB) and Glori for the period ended March 31, 2014, management's discussion, and pro forma figures. It restates that the merger closed April 14, 2014. The excerpt shows accounting policies and notes that Glori's old options were cancelled and reissued at a 2.9-to-1 conversion ratio, with exercise prices multiplied by 2.9. The financial figures themselves are not in the excerpt.
6 May 2014capital raising announcement▲ GoodMajor
On May 1, 2014, Glori issued 909,982 new shares at $8.00 each to investors who exercised an option under the January 7, 2014 Share Purchase Agreement, raising $7,279,856 for working capital. Combined with the $8.5 million invested at the April 14 merger closing, the press release says private placements total $15.8 million and total outstanding shares are about 30.5 million, so existing holders are diluted by the new shares. The filing also furnishes a notice that CEO Stuart Page and CFO Victor Perez will present at the Robert W. Baird conference on May 8, 2014. The CEO's quote says the funds support a strategy of acquiring oil-producing properties to demonstrate the AERO System.
What it means for a shareholder
909,982 new shares at US$8.00 to raise about US$7.3m. That's 2.9% dilution: every existing holder's slice gets 2.9% smaller. If you held US$1,000 of shares (125 at the issue price), your slice goes from 0.00041% to 0.000398% of the company. To keep it you'd need 4 more shares - about US$32 at the issue price.
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18 Apr 2014business combination● NeutralMajor
The merger closed: the report covers an event dated April 14, 2014. The company, formerly Glori Acquisition Corp., is now Glori Energy Inc. and is based in Houston, Texas, and the old operating company is now Glori Energy Technology Inc. This resolves the open question of whether the deal would complete before the April 25, 2014 deadline. The excerpt is cut off, so the final tender offer and redemption results, financing terms and board/officer changes are not shown, though the filing's item list includes departures/appointments of directors or officers (Item 5.02) and share-related items.
9 Apr 2014business combination● Neutral
Amendment No. 4 to the merger registration statement, filed April 9, 2014, continues the Infinity/Glori Energy deal. It repeats the same registered amounts (5,750,000 shares and 5,750,000 warrants, $13,316 fee already paid), the NASDAQ plan (GLRI/GLRIW) and the April 25, 2014 deadline. The excerpt shows no new terms; it also still refers to both earlier merger agreement amendments, and the 8-K filed days later refers to this S-4 as the 'Final Prospectus' dated April 9, 2014.
7 Apr 2014business combination● Neutral
Amendment No. 3 to the merger registration statement, dated April 5, 2014 and filed April 7, 2014. It keeps the same structure, registered amounts ($13,316 fee already paid) and references to the two merger agreement amendments, with the April 25, 2014 deadline for completing the combination still stated. The excerpt shows no new terms; it is another step toward the merger becoming effective.
20 Mar 2014business combination● Neutral
Amendment No. 2 to the merger registration statement for the Infinity/Glori Energy deal. It refers to a Second Merger Agreement Amendment in addition to the February 20, 2014 First Amendment, and the page count grows (risk factors now start on page 22 and the document runs to page 160). The excerpt does not say what the second amendment changed. The deal terms, registered amounts and fee are the same as before.
21 Feb 2014business combination● Neutral
Amendment No. 1 to the merger registration statement continues the Infinity/Glori Energy deal. It notes a First Amendment to the merger agreement dated February 20, 2014, and adds new sections: summary financial information for a 'Coke Field Acquisition', plus oil and gas terms (proved reserves, working interests) and pro forma financial information. The filing fee is unchanged at $13,316 and was already paid. The excerpt does not explain what the Coke Field Acquisition is or what changed in the merger agreement.
16 Jan 2014business combination● NeutralMajor
Glori Acquisition Corp., a Delaware company set up by the Infinity Cross Border Acquisition Corporation shell (a blank-check company), filed its first registration statement for a planned merger with Glori Energy Inc. under a January 8, 2014 agreement. Infinity's shareholders would swap their shares and warrants one-for-one for 5,750,000 shares and 5,750,000 warrants of the new Delaware company, which intends to list on NASDAQ as GLRI and GLRIW. The prospectus mentions a tender offer for up to 4,750,000 Infinity public shares at $8.00 each and an April 25, 2014 deadline to complete the combination.