Item 1.01 Entry into a Material Definitive Agreement
On January 8, 2014, Infinity Cross Border Acquisition Corporation, a British
Virgin Islands business company with limited liability ("Infinity Corp."),
borrowed, pursuant to certain non-interest bearing unsecured convertible
promissory notes (the "Sponsor Notes"), an aggregate of $500,000 from Infinity
C.S.V.C. Management Ltd. ("Infinity Sponsor") and HH Energy Group, LP ("Hicks
Sponsor" and together with Infinity Sponsor, the "Sponsors"). On April 11, 2014,
each of the Sponsors executed and delivered a Notice of Exercise of Optional
Conversion to Infinity Corp., pursuant to which, in accordance with the terms of
the Sponsor Notes, each Sponsor exercised its right to convert the principal
balance of its Sponsor Note into 500,000 warrants of Infinity Corp. (the "New
Warrants"), with the New Warrants to have the same terms and conditions as the
Insider Warrants (as defined in the Sponsor Notes).
In response to the Sponsors' Notice of Exercise of Optional Conversion, Glori
Energy Inc., a Delaware corporation ("Glori Energy") and successor to Infinity
Corp., entered into that certain Warrant Agreement dated June 12, 2014 with
Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant
Agent"), to act on Glori Energy's behalf to issue and execute the New Warrants
(the "Warrant Agreement"). The Warrant Agent agreed to execute the New Warrants
in accordance with the terms agreed upon in the Warrant Agreement. In preparing
the Warrant Agreement, Glori Energy referenced the existing warrant agreement
between Glori Energy (as successor to Infinity Corp.) and the Warrant Agent
dated July 19, 2012 (as amended by Amendment No. 1 to Warrant Agreement dated
April 14, 2014) and adopted substantially similar provisions. The Warrant
Agreement (Exhibit 4.6 to Glori Energy's Amendment No. 1 to Form S-3, filed with
the Securities and Exchange Commission on June 16, 2014) is incorporated herein
The Warrant Agreement entitles the warrant holders to purchase from Glori Energy
the number of shares of common stock of Glori Energy, par value $0.0001 per
share (the "Common Stock"), as stated in each New Warrant, at the price of
$10.00 per share, subject to certain adjustments provided in the Warrant
Agreement. The New Warrants may be exercised only during the period commencing
on June 12, 2014 and terminating at 5:00 p.m., New York City time, on the
earlier to occur of (x) April 14, 2019 or (y) the liquidation of Glori Energy.
During the period commencing on June 12, 2014 and ending on June 14, 2014, Glori
Energy shall have the right (the "Mandatory Right") to request mandatory
conversion of each New Warrant for 0.10 shares of Common Stock.
Item 3.02 Unregistered Sales of Equity Securities.
On June 12, 2014, Glori Energy issued New Warrants to purchase an aggregate of
1,000,000 shares of its Common Stock to the Sponsors and their affiliates in
exchange for the Sponsor Notes. The New Warrants were exercisable and
convertible as described in Item 1.01, above. On June 12, 2014, pursuant to the
terms of the Warrant Agreement, Glori Energy exercised the Mandatory Right to
convert the New Warrants into shares of Common Stock (such issued shares of
Common Stock, the "Warrant Shares"). Glori Energy received no additional
proceeds from the issuance of the New Warrants and the Warrant Shares.
The New Warrants were not registered under the Securities Act of 1933, as
amended (the "Securities Act"). In issuing the New Warrants, the Company relied
on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D as promulgated under the Securities Act. The Warrant Shares were
registered under the Securities Act as part of Glori Energy's Form S-3,
initially filed with the Securities and Exchange Commission on May 29, 2014, as
amended by Glori Energy's Amendment No. 1 to Form S-3, filed with the Securities
and Exchange Commission on June 16, 2014.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed herewith:
99.1 Warrant Agreement dated June 12, 2014 by and between Glori Energy Inc.
and Continental Stock Transfer & Trust Company (including form of
Warrant Certificate) (incorporated by reference to Exhibit 4.6 to Glori
Energy's Form S-3 (Registration No. 333-196381))