Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
September 9, 2016, 2016, Glori Energy Inc. (the “Company”) notified The Nasdaq Stock Market LLC
(“Nasdaq”) of its intent to file Form 25, Notification of Removal from Listing and/or Registration under Section
12(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), with the United States Securities and
Exchange Commission (“SEC”) to voluntarily delist its common stock from the Nasdaq Capital Market and deregister
its common stock under Section 12(b) of the Exchange Act
, which was approved by the Company's board of directors on
September 8, 2016. The Company plans to file Form 25 with the SEC on or about September 19, 2016, as a result of which the
Company expects its common stock will cease to be listed on Nasdaq on or about September 29, 2016.
The
Company intends to continue to file periodic reports on Forms 10-K, 10-Q and 8-K with the Securities and Exchange Commission
pursuant to the requirements of Section 15(d) of the Exchange Act. The Company intends to apply to have its common stock
traded on one of the OTC Market Group’s trading systems.
As previously disclosed, on August 18,
2016, the Company received a deficiency letter (the “Notice”) from Nasdaq indicating that the Company’s stockholders’
equity as of June 30, 2016 did not meet the minimum $2.5 million requirement of Listing Rule 5550(b)(1) that is necessary to maintain
continued listing on the Nasdaq Capital Market. The Notice stated that the Company also did not, at that time, meet the market
value of listed securities or net income from continuing operations standards that are alternatives to the stockholders’
equity requirement. The Company was given 45 days from the date of the Notice to submit a plan to regain compliance. The Notice
and the deficiencies identified therein are in addition to the Company’s previously disclosed non-compliance with the minimum
$1.00 bid price per share requirement under Listing Rule 5550(a)(2), which the Company initially reported on a Form 8-K filed with
the Commission on October 23, 2015. The Company was given until October 17, 2016 to regain compliance with this requirement.
After considering a number of factors,
including the likely expenses and uncertainty associated with seeking to regain compliance with or raise capital while subject
to Nasdaq’s Listing Rules and the ongoing costs of maintaining such compliance, the Company’s Board of Directors unanimously
determined to (i) voluntarily delist from the Nasdaq, (ii) deregister the Company’s common stock under Section 12(b) of the
Exchange Act, and (iii) take the actions necessary for the Company to be traded on one of the OTC Market Group trading systems.
A copy of the press release, dated September
9, 2016, announcing the Company's intention to delist and deregister the Company's common stock is included as Exhibit 99.1 and
is incorporated herein by reference.
This report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that
are difficult to predict. Words such as “will,” “may,” “intends,” “potential,”
and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that
a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events
could differ materially from those contained in such statements. For example, there can be no assurances that the Company will
be successful in listing its common stock for sale on one of the OTC Market Group’s trading systems or that the Company will
successfully complete the deregistration of its common stock under the Exchange Act. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking
statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.