10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-55261

GLORI ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	46-4527741
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
4315 South Drive
Houston, Texas 77053	77042
(Address of Principal Executive Offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, par value $0.0001 per share	The NASDAQ Capital Market LLC
Warrants	Other OTC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes o No

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting companyþ
		(Do not check if a smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). o Yes þ No

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2015 was approximately $20,337,000.

There were 32,655,949, $0.001 par value common shares outstanding on March 21, 2016.

INDEX TO FORM 10-K

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	27
Item 2.	Properties	27
Item 3.	Legal Proceedings	27
Item 4.	Mine Safety Disclosures	27
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6.	Selected Financial Data	29
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	45
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	56
Item 13.	Certain Relationships and Related Transactions and Director Independence	59
Item 14.	Principal Accounting Fees and Services	61
PART IV
Item 15.	Exhibits and Financial Statement Schedules	62
	Signatures	62
	Index to Consolidated Financial Statements	F-1
	Index to Exhibits	F-37

As used in this report, “we,” “us,” “our,” the “Company” and “Glori” mean Glori Energy Inc. and our subsidiaries, unless the context indicates otherwise.

1

PART I

Item 1. Business

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates, and projections as of the date of this filing. These statements by their nature are subject to risks, uncertainties, and assumptions and are influenced by various factors. As a consequence, actual results may differ materially from those expressed in the forward-looking statements. See the risk factors set forth in Item 1A of this Annual Report on Form 10-K, Part II, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and Part II and Item 7A—Special Note Regarding Forward-Looking Statements.

Overview

We are a Houston-based energy technology and oil production company that deploys our proprietary AERO technology to increase the amount of oil that can be produced from conventional fields at a substantially lower cost than traditional enhanced oil recovery methods ("AERO System"). Only about one-third of the oil discovered in a typical reservoir is recoverable using conventional oil production technology, leaving the remaining two-thirds trapped in the reservoir rock. Our AERO System technology stimulates the native microorganisms that reside in the reservoir to improve the recoverability of this trapped oil. The AERO System can reverse production declines and significantly increase ultimate reserve recovery at a low incremental cost per barrel. Glori owns and operates oil fields onshore in the U.S. where we deploy our technology, and additionally market the AERO System as a technology service to exploration and production ("E&P") companies globally. We derive revenues from fees earned as a service provider of our technology to third party E&P companies, and we also use our technology to increase oil production in fields that we acquire and operate in the United States.

Glori scientists continue to work on research initiatives that further advance our understanding of how to alter the total amount of recoverable oil in conventional oilfields, drive down costs per incremental barrel of oil produced by increasing oil yield and increase the number of candidate oil fields that will benefit from this technology. Initial field deployment of our water conditioning technology, which will simplify the AERO deployment and will significantly increase the available market, has shown good results. In addition, we are making good progress in furthering the development of our Residual Oil Flow model, or ROF^SM model. The objectives of the development of the ROF model are to match demonstrated field results and further optimize recovery performance based on fundamentals of the interactions between microbiology and residual oil. Ultimately, the ROF model may significantly alter the way that residual oil is viewed in a reservoir and pave the way to even greater extraction success. In addition to our efforts to develop the model, we are continuing to work closely with the National Energy Technology Labs (NETL) and a major U.S. research university to further investigate flow mechanisms of residual oil.

Our goal is to acquire and redevelop additional mature oil fields with historically long-lived, predictable production profiles that fit our criteria for the AERO System. We target mature sandstone assets onshore in North America with good permeability and production supported by waterflood or waterdrive systems, or with clear potential for waterflooding. We believe our acquisition strategy can enhance the revenues, cash flows and returns from such oil fields through waterflood optimization and implementation of our AERO System of enhanced oil recovery. We believe this strategy will enable us to further demonstrate the efficacy of our AERO System while allowing us to capture the increase in revenues and ultimate recovery. The decrease in oil prices over the past year has made it difficult to acquire oil assets as potential sellers are hesitant to sell at depressed prices. Additionally, lenders and investors have tended to limit new financings for the exploration and production industry. Therefore, Glori's ability to execute on its acquisition strategy will depend on relative stability in oil prices and on its ability to raise capital.

Glori Energy Technology Inc., a Delaware corporation (formerly Glori Energy Inc.) ("GETI"), was incorporated in November 2005 (as successor in interest to Glori Oil LLC) to increase production and recovery from mature oil wells using state of the art biotechnology solutions.

In January 2014, GETI entered into a merger and share exchange agreement with Infinity Cross Border Acquisition Corporation ("INXB") and certain of its affiliates, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., and Infinity-C.S.V.C. Management Ltd., as INXB Representative (such transaction, the "Merger"). On April 14, 2014, the Merger and share exchange agreement was closed and the Merger was consummated. As part of the Merger, Infinity Cross Border Acquisition Corporation merged with and into Glori Acquisition Corp., with Glori Acquisition Corp. surviving the merger. Following that merger, Glori Merger Subsidiary, Inc. merged with and into GETI, with GETI surviving the merger. Following the Merger, GETI became the wholly-owned subsidiary of Glori Acquisition Corp., and Glori Acquisition Corp. adopted the name "Glori Energy Inc."

2

In March 2014, GETI incorporated Glori Energy Production Inc., a wholly-owned subsidiary of Glori Holdings Inc., to purchase the Coke Field and incur the associated acquisition debt, as described in detail in NOTE 5 in Item 15 to Part IV of this Annual Report on Form 10-K.

During the years ended December 31, 2014 and 2015 there were no revenues and no assets associated with Glori Oil S.R.L. The dissolutions of Glori Oil S.R.L and Glori Oil (Argentina) Limited were effective on August 24, 2015. 

Glori Energy Inc., GETI, Glori Oil (Argentina) Limited, Glori Oil S.R.L., Glori Canada Ltd., Glori Holdings Inc., Glori California Inc., OOO Glori Energy and Glori Energy Production Inc. are collectively referred to as the “Company”, "Glori", "Glori Energy", "we", "us", and "our" in this Annual Report on Form 10-K.

Glori's common stock is publicly traded on the National Association of Securities Dealers Automatic Quotation System (NASDAQ). Our corporate headquarters is located at 4315 South Drive, Houston, Texas, 77053. As of December 31, 2015, we had a total of 35 active employees consisting of 6 employees engaged in research and development, 21 employees in operations and 8 employees in management, business development and administrative positions. We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on or through our website, www.glorienergy.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, we maintain our code of ethics and business conduct, audit committee charter, compensation committee charter, policy governing director qualifications and nominations, policy governing related person transactions, insider trading policy and corporate governance guidelines in the corporate governance section of our website. The SEC also maintains a website, www.sec.gov, which contains our reports, proxy and information statements and other information we have filed.

Glori Technology Services 

Glori’s AERO System incorporates a dedicated field deployment unit designed to work with existing waterflood operations. Waterflooding is a commonly used process of injecting water into the reservoir in order to increase oil recovery. The AERO System does not have any significant new impact on the environment because it utilizes existing production equipment and infrastructure, and does not change the nature of the customer’s oil production operations. In an existing waterflooded oil field, implementation of the AERO System does not require the drilling of new wells nor does it require other significant new capital investment.

Glori believes its AERO System increases the oil production rate and the ultimate quantity of oil recovered over the life of the oil field, and extends the life of the field by integrating sophisticated biotechnology with traditional oil production techniques. Glori has performed extensive laboratory and field testing to validate, integrate and advance technology transferred from three different scientific groups that collectively represent decades of funded research and development. Glori’s technology is protected by several patents and patent applications. Glori and its collaborators, Statoil Petroleum AS, or Statoil, in Norway, The Energy and Resources Institute, or "TERI", in India, and Bio Topics S.A., in Argentina, have collectively applied AERO and predecessor technologies in more than 100 wells throughout the world. Glori estimates that these technology implementations have recovered over six million barrels of oil that would not have otherwise been recovered. Glori anticipates continuing to demonstrate results with its AERO System technology and expand its customer base as well as utilizing AERO System technology on its own oil fields.

Glori Market Opportunity

Glori’s market for its AERO System consists of domestic and international oil production from sandstone reservoirs with permeability greater than 75 milli-darcies which are under waterdrive, waterflood or are waterflood candidates.

Glori believes its AERO System represents the most cost effective enhanced oil recovery method from both a capital expenditure and an operating cost perspective. Glori believes that its primary competition for this sizable market is from traditional enhanced oil recovery technologies, such as gas injection and chemical injection, as well as from other microbial enhanced oil recovery methods. Glori believes that its AERO System is superior to traditional enhanced oil recovery technologies both economically and environmentally and that the AERO System is able to recover oil that traditional enhanced oil recovery methods cannot recover on an economic basis. Because the AERO System works with naturally occurring microbes in the reservoir, Glori believes its processes do not cause any damage to the environment. Glori also views its AERO System as presenting a lower capital expenditure profile than traditional enhanced oil recovery technologies because it requires no new meaningful infrastructure investment when deployed in an operating waterflood.

3

Technology

Oil Production

During the primary recovery stage, oil is produced through natural drive mechanisms. Recovery factor during this stage is low, typically about 10%. Secondary production generally begins once the pressure in the reservoir is insufficient to force the oil to the surface and is performed by adding external energy to the reservoir through injection of fluids, water or gas, to increase the reservoir pressure. Typical recovery factors in secondary production can reach 30%, depending on the properties of oil and the characteristics of the reservoir rock. About two thirds of the original oil in place remains trapped in the reservoir even after waterflooding.

Glori’s Technology

The AERO System acts to improve the performance of secondary production water floods by stimulating the native micro-organisms that reside in the reservoir to improve the recoverability of this trapped oil. Glori does not introduce specific microbes selected for its purposes, nor does it rely upon genetically-engineered microorganisms. Instead Glori adds customized nutrients to the reservoir to grow the existing indigenous microbes in that reservoir. Microbes residing in oil reservoirs have the natural ability to use oil as a food source to facilitate growth given the right conditions. Growth of microbes on the oil is a fundamental requirement for AERO System functionality. Because the oil acts as a food source, the bulk of ingredients to fuel the AERO System are already in the reservoir, limiting the externally added components to the specific nutrients Glori introduces and the injected water that constitutes the waterflood. The microbial growth and activities occur only where the oil is trapped. This process is complex and depends on several distinct groups of microbes performing specialized tasks in the chain of biological reactions. The complexity of the process makes it vulnerable to disruption from external changes in the surrounding environment. Glori leverages its knowledge of how to establish a consistent environment with the right characteristics for effective deployment of the AERO System in order to mobilize trapped oil.

As part of the implementation of the AERO System process, Glori scientists analyze the injection water and water treatment system at the candidate oil field to determine if the water quality is compatible with AERO System requirements. Glori does not need potable water for the AERO System to be successful, but it does need the water to be non-detrimental to the microbe’s desired activities.

When the analysis and process development for the candidate field have been completed, the project moves into the field deployment phase. Glori has designed its deployment systems to integrate with current oil field waterflood equipment to simplify installation. This has resulted in modular field units that can be customized for continuous input of nutrients to the reservoir. Glori’s field units are equipped with sensors to monitor performance remotely, which allows us to service oil fields efficiently in remote locations. The oil that is produced from the utilization of the AERO System is delivered to market using the existing wells and pipelines that are already available to the oil producer. The additional oil that is captured by the AERO System is not altered in the process. Glori has verified this process by continuous operation of an oil field pilot project for more than three years during which no significant change in the n-alkane distribution could be detected.

Depending on the amount of oil trapped in the reservoir, Glori expects the production benefits from AERO System deployment to be sustained over many years until the field becomes uneconomic. At this point, Glori believes up to an additional 20% of the previously trapped oil will have been produced. Although Glori currently applies the technology primarily to mature waterfloods, Glori anticipates further performance improvements when its AERO System process is initiated at an earlier stage of oil recovery.

The implementation of Glori's AERO technology is dependent on customers adopting and utilizing the technology. As of December 31, 2015, Glori had one customer using its AERO technology.

Research and Development

Glori has made significant investments in the development of the AERO System and will continue to fund further technology development in the future. Deployment of the AERO System enables and activates key microbial functionalities within an oil reservoir. These functionalities mobilize otherwise trapped oil resulting in increased production of oil. The functionalities required for successful deployment of the AERO System will be analogous between different reservoir conditions, but the microbes performing them and the nutrients required to best stimulate their growth may be different. To understand this complex system of diverse microbes and their interactions requires understanding the molecular mechanisms at work. As Glori’s knowledge of the biochemistry of oil mobilization by the AERO System develops, it expects to have the ability to both improve current deployment strategies and deploy the AERO System in a greater range of reservoir conditions.

4

Glori’s research and development strategy seeks to extend the reach and effectiveness of the AERO System. Efforts towards this goal are focused on 1) continued optimization of implementation primarily focused on biology and chemistry of water and nutrients used in injection systems, 2) exploring the limits of permeability, viscosity, and other key parameters to afford continued enhancements in field performance and increase the range of suitable projects, and 3) understanding the mechanism of residual oil release which will suggest areas for further improvements as well as afford data to build models to better predict field outcomes.

Glori’s research and development programs are designed to drive down costs per incremental barrel of oil produced by increasing oil yield and production rates as well as by increasing both the number of candidate oil fields and the scale of deployment.

In 2009, Glori entered into a technology cooperation agreement with Statoil, which was replaced by an updated 2011 agreement, and further extended in 2014. The collaboration agreements incorporated intellectual property and know-how that Statoil has been developing for many years. Our formal agreement expired in the fourth quarter of 2015.

In July 2014, Glori was awarded U.S. Patent 8,783,345, Microbial Enhanced Oil Recovery Delivery Systems and Methods, which provides patent coverage for additional methodologies in the successful implementation of the AERO technology. In September 2014, Glori was awarded U.S. Patent 8,826,975, Systems and Methods of Microbial Enhanced Oil Recovery, which affords key intellectual property protection for Glori's AERO technology. Glori owns the intellectual property (IP) rights of these patents and inventors include personnel from both Glori and Statoil.

In 2014 and 2015, we approximate that $900 thousand and $1.3 million of the science and technology expenses were related to research and development activities, respectively.

Glori’s Competitive Strengths

• Disruptive and proven technology: Glori believes that the AERO System is a transformative and disruptive innovation that manipulates reservoir microbial communities to improve the recovery of oil in waterflood or water drive oil fields. Glori believes its AERO System is applicable in more oil fields than other existing enhanced oil recovery technologies.

• Attractive returns from acquisition of oil fields: Glori intends to acquire additional mature oil fields which are under waterdrive, waterflood or are good candidates for waterflood. By acquiring oil fields and implementing the AERO System technology, Glori can capture 100% of the increase in production, revenues and ultimate oil recovery, resulting in the potential for superior acquisition returns. Additionally, by acquiring its own fields, Glori expects to accelerate the industry adoption of its technology. Future acquisitions by Glori will depend on the availability of capital on reasonable terms.

• Profitable stand-alone economics: Glori’s current commercial application of the AERO System is profitable on a project level basis. The total operating cost per barrel, excluding minimal upfront capital costs, attributed to the use of Glori’s technology is minimal.

• Capital-light technology: Unlike other enhanced oil recovery processes, the AERO System can be deployed to waterflood reservoirs with very little capital expenditure. The AERO System is applied to a reservoir by utilizing Glori’s field deployment module, which requires relatively minor capital investment. Glori believes its technology has the potential to create a sustainable source of additional economic oil production that will extend the lives of oil fields and related infrastructure for many years.

• Clean alternative to traditional enhanced oil recovery: Glori’s AERO System increases the oil recoverable from an existing field using infrastructure already in place. When deployed in a waterflood reservoir, no new wells need to be drilled, no new pipelines are laid, no new significant energy input is required into the process and there is no new disruption to the environment. Furthermore, because the activity is biological and occurs in the reservoir, there is minimal consequent carbon dioxide or greenhouse gas footprint. Once the application of the AERO System ends, the microbes in the reservoir are no longer supplied with nutrients and the reservoir will return to its pre-treatment status. By way of comparison, other enhanced oil recovery techniques require significant energy input, such as thermal injection, or significant additional infrastructure to implement, such as gas injection. In addition, other enhanced oil recovery techniques introduce new environmental impacts, in particular gas injection and chemical injection techniques, which result in a sizable carbon dioxide or greenhouse gas footprint or the addition of a large quantity of chemicals or polymers into the reservoir.

5

• Intellectual property position: Glori’s intellectual property, consisting of substantial know-how and trade secrets, is the result of decades of research and development by Glori, Statoil Petroleum AS, or Statoil, in Norway, The Energy and Resources Institute, or TERI, in India, and Bio Topics S.A., or Biotopics, in Argentina. Glori also has multiple patents and patent applications. Glori believes its intellectual property and decades of research provide it with a strong competitive advantage and creates a high barrier to entry.

• Experienced management and technical team: Glori’s management and technical team’s expertise includes microbiology, chemistry and biochemistry, microbial genomics, engineering, geology and geosciences, petroleum engineering, reservoir engineering and production management, and in their respective careers, Glori’s team members played key roles in the commercialization of many successful large-scale industrial biotechnology and traditional oil field acquisition and development projects.

6

Milestones and Commercialization Strategy

Technology Milestones

Confirmation of microbial activity: Glori has determined through field sampling and laboratory testing that essentially all hydrocarbon bearing reservoirs either contain microbes or can be injected with source water that does contain microbes that are capable of utilizing the residual hydrocarbon to grow, and in doing so create biomass as biofilms. From the sample set Glori has tested, 80% of hydrocarbon bearing reservoirs contain microbes suitable for enhanced recovery. For those that do not show evidence of viable microbes, there is associated “source water” (usually from a subterranean reservoir at a different depth from the target reservoir) that does contain viable microbes.

Improvement in oil recovery factors: Glori has achieved a number of significant advances in its research and development effort. Glori’s application of technology progressed from small, discreet application at producing wells under a “huff and puff” process (whereby the nutrient mix is injected into a producer well which is then shut-in for a period of days to allow the microbes to grow before the well is re-opened to production), to full scale application at injection wells under a continuous injection process.

Development of Glori’s AERO System technology: In 2010, Glori implemented its pilot commercial AERO System project in the field. In April 2011, Glori applied for patent protection of this technology. In 2012, Glori applied for two additional patents associated with exploitation of the AERO mechanism.

Commercialization Milestones

Demonstration of commercial application: First deployed in 2010 and subsequently deployed in multiple field projects, the AERO System has demonstrated improvements in oil production and decrease in decline rates in commercial demonstration projects in the USA and Canada. These AERO System implementations build on predecessor technology implementations that collectively account for over 100 treatments in different wells in multiple locations around the world. The AERO System performance is presented in a Society of Petroleum Engineers ("SPE") paper 144205 and has won recognition with multiple industry awards including winner of the Energy Institute 2013 Innovation Award, finalist in the World Oil Award for New Horizons, runner up for World Petroleum Congress Excellence in Innovation, winner Corporate LiveWire 2015 Innovations and Excellence in Oil and Gas and was named to the Global Cleantech Group 2013 Cleantech 100 report.

Commercialization Strategy

Glori’s mission is to use microbiology to efficiently recover large quantities of oil currently trapped in reservoirs using existing oil wells. To achieve this Glori intends to:

• Acquire and operate oil fields: Deployment of the AERO System technology to its own oil fields will enable Glori to capture 100% of the revenues and cash flow benefit from the increased production and to generate enhanced acquisition returns. The Coke Field was acquired in March 2014, an additional acquisition within the Coke Field was made in September 2014 and the Bonnie View Field was acquired in June 2015. To accelerate adoption of the AERO System, Glori plans to strategically acquire and develop additional mature oil fields in geographies that it expects will improve its portfolio of field successes. Such future acquisitions will depend on the availability of capital to Glori on reasonable terms.

• Expand Glori’s project portfolio: The decline in oil prices has negatively impacted Glori's services revenues. Over time and as the oil price recovers and customer budgets increase, Glori expects to add additional projects that are currently in various stages of evaluation. Glori expects industry adoption to grow over time and as acceptance and recognition increases, it expects its AERO System revenues to grow significantly.

• Optimize Glori’s performance and expand the applicability of the AERO System: While Glori is already active on a commercial scale, it intends to continue to improve its performance and predictability of the AERO System additional customer projects and assets Glori acquires. Glori believes that in the future it will develop additional capabilities that will expand the types of fields to which it can apply its technology, such as expanding the applicability of Glori’s technology to heavier oils.

7

AERO System Service Offering

Glori employs a two-step process to screen and evaluate an oil field for AERO System suitability, whether for an oil field to be acquired or for a customer. This process ensures a systematic, engineered and customized approach to technology deployment in each reservoir. The same process is used to screen an oil field acquisition.

Reservoir Analysis and Treatment Design Phase (Analysis Phase): Glori obtains representative oil and water samples from the reservoir as part of its screening process to evaluate AERO System potential. Samples are taken to Glori’s Houston laboratory where detailed geochemical analysis is performed. The heart of the Analysis Phase deals with microbiological activities, where the indigenous formation microbes are analyzed for functionality. The general activities for the Analysis Phase are:

• Review field characteristics data;

• Perform a geological suitability analysis of the target structure;

• Collect samples from targeted wells;

• Conduct geochemical characterization of oil and water;

• Determine the presence of indigenous microbes in the reservoir fluids.

• Incubate and study indigenous microbes; and

• Develop an optimal nutrient package for field application including any needed modifications to the field injection water.

Tests are performed at Glori’s Houston laboratory using microbes from the reservoir and nutrient media with the formation water and oil to verify AERO System performance under simulated reservoir conditions. Several iterations of tests are often performed to optimize the system compositions to achieve the optimal AERO System activity. If microbial growth appropriate for economical oil recovery can be demonstrated, the project then moves forward to the Field Deployment Phase. The Reservoir Analysis and Treatment Design phase typically takes an aggregate of two months to complete.

Field Deployment Phase: Once the viability of the AERO System is demonstrated in the Analysis Phase, a detailed project development plan is finalized, and the project proceeds to the Field Deployment Phase where the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir.

Glori mobilizes skid-mounted injection equipment to the field location. This equipment has been specially designed and tested by Glori at its Houston facility, and may be manufactured by select third parties. The equipment is continuously monitored and operated remotely from Glori’s project command center in Houston. The equipment remains on the lease throughout the duration of AERO System activities. It is usually installed near the waterflood water injection plant where Glori’s microbial nutrient media are injected into waterflood flowlines for delivery to the reservoir.

Once initiated, Glori and its customer continually evaluate the technical, operational and economic results of the Field Deployment Phase activity. Assuming the project meets the desired criteria, Glori will work with the customer to prepare a project expansion plan, up to and including full-field deployment of the AERO System.

Typically, Glori starts the Field Deployment Phase as an initial field validation in a small section of a producing field. Results from the AERO System are typically detected within two to three months after it initiates the Field Deployment Phase. After the initial Field Deployment Phase field validation is complete, Glori may enter into a longer term contract with its customer to continue or expand the use of the AERO System throughout the oil field.

8

Oil field Acquisition Strategy

Glori plans to acquire and redevelop mature oil fields with historically long-lived, predictable production profiles. Glori believes it can enhance the revenues, cash flows and acquisition returns from such oil fields through well recompletions, secondary recovery, waterflood optimization and implementation of its AERO System of enhanced oil recovery. Glori also plans to selectively acquire fields which may have low current production but have (i) excellent reservoir qualities, (ii) significant original oil in place remaining, and (iii) provide opportunities to re-enter existing wells, return them to production, and deploy the AERO System to capture significant economic quantities of oil. Glori believes this strategy will enable it to further demonstrate the efficacy of its AERO System while allowing it to capture the increase in revenues and ultimate recovery. Often these mature fields have not been fully exploited and have not been exposed to enhanced oil recovery technologies. The decrease in oil prices has made it more difficult to acquire oil assets as sellers are hesitant to sell, unless they are financially distressed. Additionally, potential lenders and investors have tended to limit new financings for the exploration and production industry. Therefore, Glori's ability to execute on its acquisition strategy will depend on stability in oil prices and on its ability to raise capital.

Through the ownership of its own oil properties Glori will be able to manage the implementation of the AERO System in a controlled environment and accelerate the industry adoption of the technology. Glori is seeking and evaluating acquisitions that fit its criteria for the AERO System. These fields are mature active waterdrive or waterflood fields, or assets with clear waterflood potential, sandstone reservoirs with good permeability and are located onshore in the United States.

The AERO System and the efficiency it brings to oil production is central to the future of the company, as it gives Glori its competitive advantage in the field of enhanced oil recovery. As a result, Glori has taken steps to protect the underlying intellectual property.

The AERO System is based on intellectual property and know-how developed by Statoil (a multinational Norwegian company), and has been further developed and expanded through a collaboration agreement by Statoil and Glori scientists and engineers. Glori’s access to this underlying intellectual property includes access to certain key U.S. patents granted by a technology cooperation agreement with Statoil, dated April 11, 2011. This agreement gives Glori perpetual, irrevocable, royalty free licenses to U.S. patent 5,163,510 (Method of microbial enhanced oil recovery, issued 11/17/1992, expiration date 2/21/2011), U.S. patent 6,546,962 (Introduction of air into injection water, issued 4/15/2003, expected expiration 7/7/2020), and U.S. patent 7,124,817 (Method of treating a hydrocarbon bearing formation, issued 10/24/2006, expiration 11/3/2020). Glori holds three U.S. patents, US Patent 7,681,638 (Wellbore treatment for reducing wax deposits, issued 3/23/2010, expiration 6/12/2028), US Patent 8,783,345 (Microbial enhanced oil recovery delivery systems and methods, issued 7/22/2014, expected expiration in 2032), and US Patent 8,826,975 (Systems and methods of microbial enhanced oil recovery, issued 9/9/2014, expected expiration in 2032). US Patent 8,826,975 affords key intellectual property coverage for Glori’s AERO technology and effectively extends both the scope and coverage time of certain of the Statoil patents. In addition, Glori has filed three active U.S. patent applications, including U.S. Appl. No. 13/826827 (Ultra Low Concentration Surfactant Flooding, filed 3/14/13), U.S. Appl. No. 13/827639 (Optimizing Enhanced Oil Recovery by the Use of Oil Tracers, filed 3/14/13) and U.S. Appl. No 14603012 (Water Treatment Systems and Methods for Concurrent Removal of Various Types of Organic Materials, filed 1/22/15).

Glori’s Properties

The following is a description of the meanings of some of the oil and gas industry terms used in the Glori's Properties section of this Annual Report on Form 10-K and throughout the remainder of this Annual Report on Form 10-K.

Bbl	Barrels of oil or other liquid hydrocarbons. One barrel is 42 gallons of liquid volume.
Boe	Barrel of oil equivalent, determined by using the ratio of 6 Mcf of natural gas to one Bbl of oil.
MBbls	Thousand barrels of crude oil or other liquid hydrocarbons.
Mcf	Thousand cubic feet of natural gas.
MBoe	Thousand barrels of oil equivalent, determined by using the ratio of 6 Mcf of natural gas to one Bbl of oil.
Mmcf	Million cubic feet of natural gas.
PUD	Proved Undeveloped Reserves "PUD" are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
Working Interest	The right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The Working Interest owners bear the exploration, development, and operating costs on either a cash, penalty or carried basis.

9

Oil & Gas Properties, Wells, Operations, and Acreage

Productive wells consist of producing wells and wells capable of production, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which Glori has a Working Interest, and net wells are the sum of its fractional Working Interests owned in gross wells. As of December 31, 2015, Glori owned an average 95.2% Working Interest in 45 gross and 42.8 net productive oil wells and an average 87.2% Working Interest in 5 gross and 4.4 net productive gas wells.

Coke Field

On March 14, 2014, Glori Energy Production Inc. ("GEP") a newly created subsidiary of Glori Holdings Inc., a subsidiary of the Company, closed the acquisition of the "Coke Field" for a purchase price of approximately $40 million as described in detail in NOTE 5 in Item 15 in Part IV of this Annual Report on Form 10-K. As referred to herein, the "Coke Field" includes the mineral interest and assets in the Coke Field as well as three nearby leases in the Quitman Field. The Coke Field is located in the East Texas Basin, in Wood County, Texas, and currently includes an average Working Interest percentage of 98.9% (average of Producing well Working Interest). In September 2014, we closed on an additional acquisition to the Coke Field of a 74.8% net revenue interest in three producing leases and approximately 136.5 gross acres at the Coke Field from a private seller for $2 million. As of January 1, 2016, the net proved developed producing oil and natural gas reserves based upon estimates provided by William M. Cobb & Associates, Inc. were 703 MBoe (approximately 99.9% oil) including proved developed reserves of 600 MBoe and proved developed not producing reserves of 103 MBoe. For December 2015 the average net daily production was 467 net Boe per day (approximately 92% oil and 8% natural gas).

The Coke Field is a salt dome structure discovered in 1942. The primary oil producing zone has been the upper Paluxy formation at about 6,300 ft. which has a natural water drive. Glori operates and owns a 100% Working Interest in Phase I of the Paluxy formation and owns a 99.9% Working Interest in Phase II of the formation. The Sub-Clarksville formation occurs at about 4,100 ft and a unit has been formed across the whole field. Glori’s Working Interest in the Sub-Clarksville unit is 87.8%.

Bonnie View Field

On June 1, 2015, GEP, executed a purchase and sale agreement to acquire certain proved oil and gas mineral leases in Refugio County, Texas (the “Bonnie View Field”) from a third party seller for $2.6 million. The effective date of the purchase was May 1, 2015. Glori's average Working Interest in the Bonnie View Field is 86.4%. For December 2015 the average net daily production associated with the Bonnie View Field was 58 net Boe per day (approximately 64% oil and 36% natural gas).

Etzold Field

In the fourth quarter of 2010, Glori acquired the North Etzold field, a 100% Working Interest in an oil field in Seward County, Kansas, and in September 2012 Glori acquired a 100% Working Interest in the contiguous South Etzold field. Collectively these fields are referred to herein as the "Etzold Field". We held approximately 760 gross (760 net) acres as of December 31, 2014, all of which are developed and either producing from or prospective for the Etzold Field. The Etzold Field was originally purchased in 2010 as a greenfield lab to advance the development of the Company's AERO technology, and the operations have historically been included in the Company's Oil and Gas Segment (seeNOTE 16in Item 15 to Part IV of this Annual Report on Form 10-K). Collarini Associates, one of Glori’s independent petroleum engineering firms, has estimated that as of January 1, 2014, proved reserves net to Glori’s interest in its property was approximately 15 MBoe, all of which were classified as PDP. With the purchase of the larger Coke Field and with the Company's future acquisition plans, the Company made the strategic decision to divest the Etzold Field. On July 1, 2015 the Company sold its mineral interests in the Etzold Field.

As of December 31, 2015, no wells were in the process of being drilled (including wells temporarily suspended), and no waterfloods were in process of being installed.

Other

We paid out lease bonuses during 2014 and 2015 in Texas in the amount of approximately $200,000 and $200,000, respectively for the prospective rights to mineral operations consisting of 1,068 gross acres.

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Gross, Developed and Undeveloped Acreage

The following table sets forth information as of December 31, 2015 relating to Glori’s gross, developed and undeveloped leasehold acreage:

	Developed Acreage (1)		Undeveloped Acreage (2)		Total Acreage
	Gross (3)	Net (4)	Gross (3)	Net (4)	Gross (3)	Net (4)
Coke Field (5)	1,972	1,972	342	274	2,314	2,246
Bonnie View Field	491	409	—	—	491	409
Other	—	—	1,068	709	1,068	709
Total	2,463	2,381	1,410	983	3,873	3,364

(1) Developed acres are acres spaced or assigned to productive wells and does not include undrilled acreage held by production under the terms of the lease. Developed acres are determined on surface acres.

(2) Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves.

(3) A gross acre is an acre in which a Working Interest is owned. The number of gross acres is the total number of acres in which a Working Interest is owned.

(4) A net acre is deemed to exist when the sum of the fractional ownership Working Interests in gross acres equals one.

(5) The undeveloped acreage at the Coke Field will expire in 2017.

Title to Properties

Prior to completing an acquisition of producing oil and natural gas leases, Glori performs title reviews on the most significant leases and, depending on the materiality of properties, it may obtain a title opinion, obtain an updated title review or opinion or review previously obtained title opinions. Glori’s oil and natural gas properties are subject to customary royalty and other interests, liens for current taxes and other burdens which it believes do not materially interfere with the use of or affect its carrying value of the properties.

Glori believes that it has satisfactory title to all of its material assets. Although title to these properties is or may be subject to encumbrances in some cases, such as customary interests generally retained in connection with the acquisition of real property, customary royalty interests and contract terms and restrictions, liens under operating agreements, liens related to environmental liabilities associated with historical operations, liens for current taxes and other burdens, easements, restrictions and minor encumbrances customary in the oil and natural gas industry, Glori believes that none of these liens, restrictions, easements, burdens and encumbrances will materially detract from the value of these properties or from its interest in these properties or materially interfere with its use of these properties in the operation of its business. In addition, Glori believes that it has obtained sufficient rights-of-way grants and permits from public authorities and private parties for it to operate its business in all material respects as described in this Annual Report on Form 10-K.

Facilities

Glori leases office space in Houston, Texas, which comprises approximately 7,800 square feet and is leased through September 2016. Glori does not intend to renew the lease. Glori also leases its laboratory and warehouse facility which comprises approximately 17,000 square feet and is leased through May 2017. Glori believes its current facilities are adequate for its current needs and for the foreseeable future.

How Glori Evaluates Its Operations

Glori uses a variety of financial and operational metrics to assess the performance of its oil operations, including:

• production volumes;

• realized prices on the sale of oil;

• lease operating expenses; and

• operating cash flow

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Oil and Natural Gas Production Volumes, Prices and Production Costs

The following table sets forth our production volumes, net production prices and production costs of oil and natural gas produced by Glori for the years ended December 31, 2014 and 2015:  

	Year Ended December 31,
	2013		2014		2015
Production data:
Oil (MBbls)
Coke Field	—		129		143
Bonnie View Field	—		—		11
Other	6		4		1
Total	6		133		155
Natural Gas (MMcf)
Coke Field	—		72		69
Bonnie View Field	—		—		1
Other	—		—		—
Total	—		72		70
Total (MBoe) (1)	6		145		167
Average sales price per Bbl/Mcf:
Oil	$	91.75	$	86.83	$	46.95
Natural gas	$	—	$	2.43	$	1.42
Average production costs per Boe:
Lease operating expense	$	68.89	$	45.73	$	39.45
Production taxes	4.33		3.77		2.05
Depreciation, depletion and amortization	31.19		28.28		30.16

 (1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

Over time, production from a given well or formation decreases. Growth in Glori’s future production and reserves will depend on its ability to implement the AERO System and add proved reserves in excess of its production. Accordingly, one of Glori’s key focuses is on adding reserves through acquisitions. Glori’s ability to add reserves through development projects and acquisitions is dependent on many factors, including its ability to borrow or raise capital, obtain regulatory approvals, procure necessary equipment, materials and personnel and successfully identify and consummate acquisitions. Please read “Risk Factors— Risks Related to our Business” in Item 1A in this Form 10-K for a discussion of these and other risks affecting Glori’s proved reserves and production.

Drilling and Other Exploratory and Development Activities

Productive wells are producing wells plus other wells mechanically capable of production. During 2013 and 2014 there were no wells drilled, and during 2015 there was one injector well drilled and no exploratory wells or development wells drilled. At December 31, 2015 there was another injector well in the process of being drilled.

Delivery Commitments

Glori does not have any long-term commitments to provide a fixed and determinable quantity of oil under existing contracts or agreements nor has Glori had such commitments in previous years.

Oil and Natural Gas Data

12

Proved Reserves

Evaluation and Review of Proved Reserves. Glori retained William M. Cobb and Associates, Inc., independent petroleum engineers, to provide an estimate of proved reserves for the Coke Field as of January 1, 2015 and January 1, 2016 and for the Bonnie View Field as of January 1, 2016. Glori used Collarini Associates, independent petroleum engineers, to provide an estimate of proved reserves at the Etzold property as of January 1, 2015.

William M. Cobb and Associates, Inc. does not own interests in any of Glori’s properties, nor are they employed by Glori on a contingent basis. A copy of the independent petroleum engineering firm's proved reserve report at January 1, 2016 is included as an exhibit to this Annual Report on Form 10-K.

The Cobb technical personnel responsible for preparing Glori’s proved reserve estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

Glori works closely with its independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate its proved reserves relating to its assets. Glori’s internal technical team members meet with its independent reserve engineers periodically during the period covered by the proved reserve report to discuss the assumptions and methods used in the reserve estimation process. Glori provides historical information to its independent petroleum engineers for its properties, such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs. Mr. Tor Meling, Glori’s Vice President of Reservoir Engineering, is primarily responsible for overseeing the preparation of all of Glori’s reserve estimates. Mr. Meling is a petroleum engineer with over 25 years of reservoir and operations experience.

The preparation of Glori’s proved reserve estimates are completed in accordance with its internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

• review and verification of historical production data, which data is based on actual production as reported by Petro-Hunt L.L.C. (the prior owner and operator of the Coke Field Assets) and Christopher Oil and Gas (the prior owner and operator of the Bonnie View Field);

• preparation of reserve estimates by Mr. Meling or under his direct supervision;

• review by Glori’s Chief Executive Officer of all of its reported proved reserves at the close of each quarter, including the review of all significant reserve changes and new PUDs additions, if any;

• audit committee of the board of directors reviews the reserve report and meets with the independent petroleum engineers in a question and answer session to understand their report and their process; and

• verification of property ownership by competent legal counsel or individuals under counsel’s direct supervision prior to an acquisition.

Estimation of Proved Reserves. Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of Glori’s proved reserves as of December 31, 2015 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations.

The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing ("PDP") wells are estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history are forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, are forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and PUDs for Glori’s properties, due to the mature nature of the properties targeted for development and an abundance of subsurface control data.

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To estimate economically recoverable proved reserves and related future net cash flows, Collarini Associates and William M. Cobb and Associates, Inc. considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

Summary of Oil and Natural Gas Reserves.

The following table presents Glori’s proved oil and natural gas reserves as of December 31, 2014 and 2015 based on the proved reserve reports as of January 1, 2015 and 2016 by William M. Cobb & Associates Inc., Glori's independent petroleum engineering firm for the Coke Field and Bonnie View Field and Collarini Associates, Glori’s independent petroleum engineering firm for the Etzold field. All of Glori’s proved reserves are located in the United States. Glori’s estimates of net proved reserves have not been filed with or included in reports to any federal authority or agency other than the SEC in connection with this Annual Report on form 10-K. Future exploration, exploitation and development expenditures, as well as future commodity prices and service costs, will affect the reserve volumes attributable to the acquired properties. The reserve estimates shown below are determined using a 12-month average price for oil and natural gas for the years ended December 31, 2014 and 2015.

	December 31,
	2014	2015
Estimated Proved Reserves:
Oil (MBbls)	1,402	695
Natural Gas (MMcf)	54	51
Total (MBoe) (1)	1,411	703
Estimated Proved Developed Reserves:
Oil (MBbls)	1,402	695
Natural Gas (MMcf)	54	51
Total (MBoe) (1)	1,411	703
Estimated Proved Undeveloped Reserves:
Oil (MBbls)	—	—
Natural Gas (MMcf)	—	—
Total (MBoe) (1)	—	—

(1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

The changes from December 31, 2014 estimated proved reserves to December 31, 2015 estimated proved reserves reflect production during this period of approximately 145 MBoe. The decrease in proved developed reserves is due to the decline in the price of oil throughout 2015 causing previously included proved developed wells to become uneconomic.

Reserve engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. For risks associated with proved reserves see “Risk Factors” in Item 1A of this Annual Report on Form 10-K. Additional information regarding our proved reserves can be found in the notes to Glori’s financial statements included in Item 15 to Part IV of this Form 10-K and the proved reserve reports as of January 1, 2015 and 2016, which are included as exhibits to the Annual Report on Form 10-K for the years ended December 31, 2014 and December 31, 2015.

Item 1A. Risk Factors

14

Risk Factors Relating to our Business

We will likely need additional financing in the next twelve months in order to fund operations and pay-off or refinance our debt.

We have incurred net losses since inception and our cash flows have been adversely affected by the current downturn in the oil market. We will likely need to sell additional shares of our common stock or preferred stock, borrow funds from private lenders or banking institutions, or in the event necessary, sell assets in order to meet our operating requirements and to pay-off or refinance the $10.5 million term note issued by GEP which matures March of 2017. We may have difficulty obtaining such additional financing as a result of the decrease in oil prices, our negative cash flow from operations and the significant decrease in our stock price. Failure to obtain additional financing would have a material adverse effect on our business operations and financial condition. See Item 7. Management's Discussion and Analysis for further discussion about the Company's liquidity.

We have failed to comply with the minimum bid price requirements for continued listing on the NASDAQ Capital Market, such that our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

On October 23, 2015, we received a deficiency letter (the “Notice Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share requirement under NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notification Letter states that Glori has 180 calendar days, until April 20, 2016 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company can regain compliance if the closing bid price of its common stock is at least $1.00 for a minimum of 10 consecutive business days. If the Company does not achieve compliance with the Minimum Bid Price Requirement by the end of the Initial Compliance Period, it may be granted a second 180 day compliance period, as long as (a) on the last day of the Compliance Period the Company is in compliance with the market value requirement for continued listing as well as all other listing standards and (b) the Company provides written notice of its intention to cure the deficiency during a second compliance period.

If we fail to successfully execute our business strategy or implement available options to regain compliance with the Minimum Bid Price Requirement, such as a reverse stock split, the common stock may be delisted. A delisting of our common stock from NASDAQ could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital to address our liquidity needs and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

Oil prices are volatile, and a further decline or a continuation at the current depressed price of oil could harm our business, financial condition and results of operations.

Our results of operations and future growth will depend on the level of activity for oil development and production. Demand for the AERO System depends on our customers’ willingness to make operating and capital expenditures for waterflooding procedures and the AERO System. The continued and significant decline in oil prices, the sustained low price environment and the uncertainty about future oil prices has affected, and may continue to adversely affect the prices we can obtain from our customers or prevent us from obtaining new customers for our services. Accordingly, our number of customers with current projects dropped from 15 to 1 at December 31, 2014 and 2015, respectively. The decline in oil prices has resulted in a decrease in revenues from our oil properties and from other oil fields we acquire. Additionally, oil price volatility also may make mineral rights acquisitions more difficult. Our customers’ willingness to develop and produce oil using waterflooding and the AERO System is highly dependent on prevailing market conditions and oil prices that are influenced by numerous factors over which we have no control, including:

• changes in the supply of or the demand for oil;

• the condition of the United States and worldwide economies;

• market uncertainty;

• the level of consumer product demand;

• the actions taken by foreign oil producing nations;

• domestic and foreign governmental regulation and taxes;

• political conditions or hostilities in oil producing nations;

• the price and availability of alternate fuel sources;

• terrorism; and

• the availability of pipeline or other takeaway capacity.

15

Oil prices have historically been volatile and cyclical. A prolonged reduction in the price of oil will likely affect oil production levels and therefore affect demand for our services. In addition, a prolonged significant reduction in the price of oil could make it more difficult for us to collect outstanding account receivables from our customers. A material decline in oil prices or oil development or production activity levels could materially harm our business, financial condition and results of operations.

Our business is difficult to evaluate due to its limited operating history.

Since our inception in November 2005, the majority of our resources have been dedicated to our research development and testing efforts, and we have only recently begun to transition into the early stages of (i) commercializing the AERO System and (ii) acquiring, restoring and operating mature oil fields that fit our criteria for the AERO System. In addition, we do not have a stable operating history that you can rely on in connection with your evaluation of our current business and future business prospects. Our business and prospects must be carefully considered in light of the limited history of the AERO System and our acquisition of mature oil fields, and the many business risks, uncertainties and difficulties that are typically encountered by companies that have uncertain revenues and are committed to focusing on research, development and technology testing for an indeterminate period of time.

Our proposed business strategies described in this Annual Report on Form 10-K incorporate our management’s current analysis of potential markets, opportunities and difficulties that we face.

We cannot assure you that our underlying assumptions accurately reflect current trends and conditions in our industry that the AERO System will be successful or that we will be able to profitably operate any oil fields that we acquire. Our business strategies may change substantially from time to time or may be abandoned as our management reassesses opportunities and reallocates resources. If we are unable to develop or implement these strategies, or if the AERO System becomes not economically viable, we may never achieve profitability. Even if we do achieve profitability, we cannot predict the level of such profitability, and it may not be sustainable.

We have incurred substantial losses to date, may continue to incur losses in the future and may never achieve or sustain profitability.

We have incurred substantial net losses since inception, including net losses of $18.8 million and $36.3 million for the years ended December 31, 2014 and 2015 respectively, and these losses may continue. As of December 31, 2015, we had an accumulated deficit of $100.4 million. We expect to incur additional costs and expenses related to the continued development and expansion of our business, including our research and development operations, the commercialization of the AERO System and the acquisition, restoration and operation of additional mature oil fields. Our ability to achieve profitability has been impacted by the decrease in oil prices, and depends on our success in increasing industry acceptance of the AERO System, raising additional capital and the completion and successful integration of oil property acquisitions. There can be no assurance that we will achieve profitability.

The AERO System has only been applied to a limited number of reservoirs, and the viability of the AERO System in a broader range of reservoirs is still uncertain.

Our AERO System has only been applied in a limited number of sandstone reservoirs to date. The future success of our business depends on our ability (i) to demonstrate that the AERO System has the ability to increase oil recovery on a more widespread basis, on a larger scale and on attractive economic terms and (ii) to profitably restore and operate any oil fields we may acquire. Reservoir characteristics differ and, consequently, certain elements of our services are specifically engineered for each reservoir. As a result, we may not be able to achieve results in other reservoirs consistent with those we have thus far achieved in the reservoirs where the AERO System has successfully been applied. For example, as discussed in detail below, in 2010, we acquired a non-producing oil field in Kansas known as the North Etzold field, which was to be used primarily as a field laboratory for the AERO System. The North Etzold field consisted of 14 shut-in wells which had been stripped of wellbore tubulars, artificial lift equipment and the associated oil and water processing and storage facilities. While the Phase 1 recompletion resulted in a 45% increase in the daily production rate from the primary production well after implementation of the AERO System, the Phase 2 recompletion, which was done simultaneously with the implementation of the AERO System, did not result in oil production sufficient to cover the direct production costs. Consequently, implementation of the AERO System could yield less favorable oil production rates and overall oil recovery results than those thus far achieved where the AERO System has successfully been applied.

16

The AERO System may not be commercially viable in marginally producing wells if the base and incremental production does not support the cost of operating such wells. Accordingly, the incremental oil associated with implementation of the AERO System will also continue only as long as oil can continue to be produced economically. Any inability to broaden our customer base and increase commercialization of the AERO System applications effectively or to realize sufficiently favorable oil recovery results in a significant number of other reservoirs, including those we may acquire, will limit the commercial acceptance and viability of the AERO System, which would materially harm our business, financial condition and results of operations.

The success of the AERO System is dependent upon the information we receive.

The success of an application of the AERO System to a particular reservoir is dependent upon information that we receive regarding the reservoir characteristics and geology. If this information is inaccurate, we may not be able to achieve results in such a reservoir consistent with those we have thus far achieved in the reservoirs where the AERO System has been applied successfully. With respect to our customers, because of the uniqueness of our technology and the early stage of its development, we must educate potential customers on our technology in order to be able to generate business. New customers generally prefer to initially test our technology in a small portion of their lowest-priority oil field.

Since our test only includes a small portion of the injection wells and production wells in the oil field, it is important that the customer be able to identify which injection wells are servicing the production wells in the test area.

We may have difficulties gaining market acceptance and successfully marketing the AERO System to our potential customers.

A primary component of our business strategy is to market the AERO System to oil producers. To gain market acceptance and successfully market the AERO System to oil producers, we must effectively demonstrate the commercial advantages of using the AERO System as an alternative to, or in addition to, other enhanced oil recovery methods. We must prove that the AERO System is a cost effective method of significantly increasing the amount of oil that can be recovered from a reservoir. If we are unable to demonstrate this to oil producers, we will not be able to penetrate this market, generate new business or retain existing customers. In addition, until the efficacy of our technology is more widely demonstrated we are likely to experience long sales cycles and long test cycles, which may harm our business, financial condition and results of operations.

Our revenue to date has been derived from a limited number of customers, and the loss of any of these customers could materially harm our business, financial condition and results of operations.

We have a limited number of customers. For the year ended December 31, 2015, all of our service revenue was generated from four customers. As these projects reach completion and if we fail to generate new business, our business, financial condition and results of operations could be materially harmed. As of December 31, 2015 we had one service customer.

Oil fields, once acquired, may not be appropriate for our purposes or may have environmental or other liabilities associated with them that may negatively affect our business, financial condition and results of operations.

In addition to marketing the AERO System, we intend to acquire mature fields and implement the AERO System. We cannot provide assurance that the oil fields we acquire will result in commercially viable projects.

The potential of a given property to continue to produce oil or resume production of oil and to be adaptable to the AERO System cannot be determined with a high level of precision prior to our acquisition of the property. We will continue to perform due diligence reviews of the properties we seek to acquire in a manner that we believe is both consistent with practices in the industry and necessary to determine the characteristics of such properties and the viability of the oil fields for the application of the AERO System. However, these reviews are inherently incomplete and cannot assure us of the quality of the oil fields or of the likelihood of success of the AERO System in enhancing their production of oil. It is generally not possible for us to test a property or conduct an in-depth review of its related records as part of its acquisition. Even if we are able to complete an in-depth review and sampling of these properties, such a review may not reveal existing or potential problems or permit us to become sufficiently familiar with the properties to fully assess their potential for successful application of the AERO System.

17

Even when problems are identified, it may be necessary for us to assume known or unknown environmental and other risks and liabilities to complete the acquisition of such properties. In addition, since the properties we are targeting are older, mature oil fields, their existing infrastructure may be out of date, damaged, in need of repair or removed, and we could incur unanticipated costs to repair or replace this infrastructure. The discovery of any unanticipated material liabilities or remediation costs or the incurrence of any unanticipated costs associated with our oil field acquisitions could harm our results of operations and financial condition.

If water that is not toxic to microbes is not available at a well site, the AERO System will not work or will require additional costs either to clean the water or bring in non-toxic water to the AERO System to perform correctly and, therefore, may not be a viable option for some oil fields.

The AERO System requires non-toxic water to support microbial activity in the reservoir. The water used in waterflooding does not have to be potable water, but if suitable water is not being used, the AERO System will not work unless the water is remediated or replaced with a more suitable water source which may cause additional costs to be expended. These additional costs may make the AERO System less cost effective or not cost effective for some oil fields. For example, in a recent implementation of the AERO System, the salinity of the produced water used in the waterflood operations was very high, making it toxic to most microbes. While our customer began using water from an existing nearby water well to provide a better environment for the microbes, which made the AERO System more effective, we may not be able to provide non-toxic water to some oil fields, eliminating these oil fields as candidates for the AERO System.

The AERO System is currently usable only in oil reservoirs with specific characteristics, which limits the potential market for our services.

For an oil reservoir to be suitable for the AERO System, the reservoir must be waterflooded or a candidate for waterflooding, must be composed of sandstone, must have permeability greater than 75 milli-darcies and must have a suitable water source. This limits the potential market for our services, which may negatively impact our results of operations and profitability.

Our operations involve operating hazards, which, if not insured or indemnified against, could harm our results of operations and financial condition.

Our operations are subject to hazards inherent in our technology, including exposure to pressurized air that may be used in the AERO System equipment and pressurized fluids that may be associated with the water injection system, and to hazards typically associated with oil field service operations, oil field development and oil production activities, including fire, explosions, blowouts, spills and damage or loss from natural disasters, each of which could result in substantial damage to the oil producing formations and oil wells, production facilities, other property, equipment and the environment or in personal injury or loss of life.

These hazards could also result in the suspension of operations or in claims by employees, customers or third parties which could have a material adverse effect on our financial condition. Operations also may be suspended because of equipment breakdowns and failure of subcontractors to perform or supply goods or services.

Some of these risks are either not insurable or insurance is available only at rates that we consider uneconomical. Although we will maintain liability insurance in an amount that we consider consistent with industry practice, the nature of these risks is such that liabilities could exceed policy limits. We may not always be successful in obtaining contractual indemnification from our customers, and customers who provide contractual indemnification protection may not maintain adequate insurance or otherwise have the financial resources necessary to support their indemnification obligations. Our insurance or indemnification arrangements may not adequately protect it against liability or loss from all the hazards of our operations. The occurrence of a significant event that we have not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our results of operations and financial condition.

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Our operations involve risks associated with the sale and distribution of crude oil.

The sale of our crude oil production (if any) depends on a number of factors beyond our control, including the availability, proximity and capacity of, and costs associated with, gathering, processing, compression and transportation facilities owned by third parties. In addition, lack of financing, construction and permitting delays, permitting costs and other constraints could limit or delay the construction of new gathering, processing, compression and transportation facilities by third parties or us, and we may experience delays or increased costs in accessing the pipelines, gathering systems or rail systems necessary to transport our production to points of sale or delivery. Any significant change in market or other conditions affecting gathering, processing, or transportation facilities or the availability of these facilities, including due to our failure or inability to obtain access to these facilities on terms acceptable to us or at all, could materially and adversely affect our business and, in turn, our financial condition and results of operations.

A portion of our oil production in any region may be interrupted, or shut in, from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline or gathering system access, field labor issues or strikes, or capital constraints that limit the ability of third parties to construct gathering systems, processing facilities, or interstate pipelines to transport our production, or we might voluntarily curtail production in response to market conditions. If a substantial amount of our production is interrupted at the same time, it could temporarily adversely affect our cash flows.

The loss of key personnel or the failure to attract and retain highly qualified personnel could compromise our ability to effectively manage our business and pursue our growth strategy.

Our future performance depends on the continued service of our key technical, development, sales, services and management personnel. In particular, we are heavily dependent on the following key employees: Stuart M. Page, President and Chief Executive Officer, Michael Pavia, Chief Technology Officer, Thomas Holland, Senior Vice President of Production, Ken Nimitz, Senior Vice President of Operations, and Victor M. Perez, Chief Financial Officer. The loss of key employees could result in significant disruptions to our business, and the integration of replacement personnel could be costly and time consuming, could cause additional disruptions to our business and could be unsuccessful. We do not carry key person life insurance covering any of our employees.

Our future success also depends on the continued ability to attract and retain highly qualified technical, development, sales, services and management personnel. A significant increase in the wages paid by competing employers could reduce our skilled labor force and increase the wages that we must pay to motivate, retain or recruit skilled employees.

In addition, wage inflation and the cost of retaining our key personnel in the face of competition for such personnel may increase our costs faster than we can offset these costs with increased prices or increased sales of the AERO System.

We may require substantial additional financing to achieve our goals and to make future acquisitions, and a failure to obtain this capital when needed or on acceptable terms could materially affect our growth rate and force us to delay, limit, reduce or terminate our research and development and commercialization efforts.

Since our inception, most of our resources have been dedicated toward research and development, as well as demonstrating the effectiveness of the AERO System in our labs and in the field and the acquisition of our oil properties. We also intend to expend substantial resources for the foreseeable future on further developing the AERO System and also we intend to expend significant resources on the acquisition and operation of additional mature oil fields to continue to test and demonstrate the AERO System in reservoirs with a variety of characteristics. We cannot assure you that debt or equity financing will be available or sufficient to meet our requirements. Our inability to access sufficient amounts of capital on acceptable terms, or at all, for our operations could materially harm our business, financial condition, results of operations and our ability to prepay or refinance the term note issued by GEP.

Our quarterly operating results may fluctuate in the future.

Our financial condition and operating results have varied significantly in the past and may continue to fluctuate from quarter to quarter and year to year in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations are described elsewhere in this Annual Report on Form 10-K. Accordingly, the results of any prior quarterly or annual periods should not be relied upon as indications of our future operating performance.

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Our industry is highly competitive, and if we do not compete successfully, our business, financial condition and results of operations will be harmed.

The enhanced oil recovery industry is large and intensely competitive. Our competition comes mainly from other methods of enhanced oil recovery, such as thermal injection (for example, steam), gas injection (for example, carbon dioxide) and chemical injection into producing properties. There are also other companies developing or planning to commercialize microbial technology that is similar to the AERO System or other emerging enhanced oil recovery technologies, including Dupont, Geo Fossil Fuels, LLC, and Titan Oil Recovery, Inc. Some of our competitors have longer operating histories, greater recognition in the industry and substantially greater financial and other resources for developing new technologies as well as for recruiting and retaining qualified personnel than we do. Their greater financial resources may also make them better able to withstand downturns in the market, expand into new areas more aggressively or operate in developing markets without immediate financial returns. Strong competition and significant investments by competitors to develop new and better technology may make it difficult for us to maintain and expand our customer base, force us to reduce our prices or increase our costs to develop new technology. Our success will depend on our ability to adapt to these competitive forces, to adapt to technological advances and to educate potential customers about the benefits of using our technology rather than our competitors’ technology. Our failure to respond successfully to these competitive challenges could harm our business, financial condition and results of operations.

Our industry is characterized by technological change, and if we fail to keep up with these changes, our business, financial condition and results of operations will be harmed.

The enhanced oil recovery industry is characterized by changes in technology, evolving methods of oil recovery and emerging competition. Our future business prospects largely depend on our ability to anticipate and respond to technological changes and to develop competitive products. If other enhanced oil recovery methods yield better results or are less expensive than our method, our business will suffer. We may not be able to respond successfully to new technological developments and challenges or identify and respond to new market opportunities, services or products offered by competitors. In addition, our efforts to respond to new methods of oil recovery and competition may require significant capital investments and resources, and we may not have the necessary resources to respond to these challenges. Failure to keep up with future technological changes could harm our business, financial condition and results of operations.

Our acquisition of oil fields will cause us to incur a variety of costs and could face numerous risks that would adversely affect our business and operations.

If appropriate opportunities become available, we may acquire businesses, assets, technologies or products to enhance our business in the future. In connection with any future acquisitions, we could:

• issue additional equity securities which would dilute our current stockholders;

• incur substantial debt to fund the acquisitions which increases our risk of non-compliance with loan agreements; or

• assume significant liabilities.

Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other liabilities, diversion of management’s attention from our core business, adverse effects on existing business relationships with current and/or prospective partners, customers and/or suppliers, risks associated with entering markets in which we have no or limited prior experience and potential loss of key employees.

We may not be able to successfully integrate any businesses, assets, products, technologies or personnel that we might acquire in the future without a significant expenditure of operating, financial and management resources, if at all. The integration process could divert management time from focusing on operating our business, result in a decline in employee morale and cause retention issues to arise from changes in compensation, reporting relationships, future prospects or the direction of the business. Acquisitions may also require us to record goodwill (a non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges) incur amortization expenses related to certain intangible assets and incur large and immediate write-offs and restructuring and other related expenses, all of which could harm our operating results and financial condition. In addition, we may acquire companies that have insufficient internal financial controls, which could impair our ability to integrate the acquired company and adversely impact our financial reporting. If we fail in our integration efforts with respect to any of our acquisitions and are unable to efficiently operate as a combined organization, our business, financial condition and results of operations may be materially harmed.

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Some of our contracts will be governed by non-U.S. law, which may make them more difficult or expensive to enforce than contracts governed by United States law.

We expect that some of our customer contracts will be governed by non-U.S. law, which may create both legal and practical difficulties in case of a dispute or conflict. We plan to establish operations in regions where the ability to protect contractual and other legal rights may be limited compared to regions with better-established legal systems. In addition, having to pursue litigation in a non-U.S. country may be more difficult or expensive than pursuing litigation in the United States.

Our business operations in countries outside the United States are subject to a number of United States federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act as well as trade sanctions administered by the Office of Foreign Assets Control of the United States Department of Treasury and the United States Department of Commerce, which could adversely affect our operations if violated.

We must comply with all applicable export control laws and regulations of the United States and other countries. We cannot provide services to certain countries subject to United States trade sanctions administered by the Office of Foreign Asset Control of the United States Department of the Treasury or the United States Department of Commerce unless we first obtain the necessary authorizations. In addition, we are subject to the Foreign Corrupt Practices Act, which generally prohibits bribes or unreasonable gifts to non-U.S. governments or officials. Violations of these laws or regulations could result in significant additional sanctions including fines, more onerous compliance requirements, more extensive debarments from export privileges or loss of authorizations needed to conduct aspects of our international business. In certain countries, we may engage third party agents or intermediaries to act on our behalf in dealings with government officials, such as customs agents, and if these third party agents or intermediaries violate applicable laws, their actions may result in penalties or sanctions being assessed against us.

Our international operations are subject to additional or different risks than our United States operations.

We intend to expand our AERO System services and operations into a number of countries outside the United States. There are many risks inherent in conducting business internationally that are in addition to or different than those affecting our United States operations, including:

• sometimes vague and confusing regulatory requirements that can be subject to unexpected changes or interpretations;

• import and export restrictions;

• tariffs and other trade barriers;

• difficulty in staffing and managing geographically dispersed operations and culturally diverse work forces and increased travel, infrastructure and legal compliance costs associated with multiple international locations;

• differences in employment laws and practices among different countries, including restrictions on terminating employees;

• differing technology standards;

• fluctuations in currency exchange rates;

• imposition of currency exchange controls;

• potential political and economic instability in some regions;

• legal and cultural differences in the conduct of business;

• less due process and sometimes arbitrary application of laws and sanctions, including criminal charges and arrests;

• difficulties in raising awareness of applicable United States laws to our agents and third party intermediaries;

• potentially adverse tax consequences;

• difficulties in enforcing contracts and collecting receivables;

• difficulties and expense of maintaining international sales distribution channels; and

• difficulties in maintaining and protecting our intellectual property.

Operating internationally exposes our business to increased regulatory and political risks in some non-U.S. jurisdictions where it operates. In addition to different laws and regulations, changes in governments or changes in governmental policies in these jurisdictions may alter current interpretation of laws and regulations affecting our business. We also face increased risk of incidents such as war or other international conflict and nationalization.

Many of the countries in which we plan to operate have legal systems that are less developed and less predictable than legal systems in the United States. It may be difficult for us to obtain effective legal redress in the courts of some jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute because of: (i) a high degree of discretion on the part of governmental authorities, which results in less predictability; (ii) a lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iii) inconsistencies or conflicts between or within various laws, regulations, decrees, orders and resolutions; (iv) the relative inexperience of the judiciary and courts in such matters or (v) a predisposition in favor of local claimants against United States companies.

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In certain jurisdictions, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be unreliable. In particular, agreements may be susceptible to revision or cancellation and legal redress may be uncertain or time-consuming. Actions of governmental authorities or officers may adversely affect joint ventures, licenses, license applications or other legal arrangements, and such arrangements in these jurisdictions may not be effective or enforced.

The authorities in the countries where we operate, or plan to operate, may introduce additional regulations for the oil industry with respect to, but not limited to, various laws governing prospecting, development, production, taxes, price controls, export controls, currency remittance, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, labor standards, occupational health network access and other matters. New rules and regulations may be enacted or existing rules and regulations may be applied or interpreted in a manner which could limit our ability to provide our technology. Amendments to current laws and regulations governing operations and activities in the oil and gas industry could harm our operations and financial results.

Compliance with and changes in tax laws or adverse positions taken by taxing authorities could be costly and could affect our operating results. Compliance related tax issues could also limit our ability to do business in certain countries. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various taxing authorities, disagreements with taxing authorities over our tax positions and the ability to fully utilize our tax loss carry-forwards and tax credits could have a significant financial impact on our future operations and the way it conducts, or if it conducts, business in the affected countries.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of December 31, 2015, we had operating loss carryforwards, or NOLs, of approximately $64.5 million after consideration of the Section 382 Limitation. 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 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 NOLs will expire earlier than the statutory 20 year carryforward period due to Section 382 ownership change limitations. In addition, if we undergo an additional ownership change, 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.

Our subsidiary, Glori Energy Production Inc. ("GEP"), has a loan agreement which places financial restrictions and operating restrictions on its business, which may limit its flexibility to respond to opportunities and may harm our business, financial condition and results of operations.

The operating and financial restrictions and covenants in its loan agreements restricts GEP's future financing agreements and could restrict our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example, these loan agreements restrict our ability to:

• change the nature of our business;

• enter into a merger, consolidate or make an investment in other entities;

• incur additional indebtedness;

• incur liens on the property secured by the loan agreements and our intellectual property;

• pay cash dividends; and

• sell or dispose of our assets (including sale and leaseback arrangements), including our oil properties.

GEP's compliance with these provisions may materially adversely affect our ability to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures, finance acquisitions or withstand a future downturn in our business.

GEP's ability to comply with the covenants and restrictions contained in these loan agreements may be affected by events beyond our control. If we violate any of the restrictions or covenants in our loan agreements, the indebtedness under the loan agreements may become immediately due and payable. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Even if we could obtain alternative financing, that financing may not be on terms that are favorable or acceptable to us.

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Our estimated proved reserves are based on many assumptions that may turn out to be inaccurate. The actual quantities and present value of our proved reserves may prove to be materially lower than it has estimated.

The process of estimating oil reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in our financial statements provided as part of this Annual Report on Form 10-K.

In order to prepare our estimates, we must project production rates and the timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil prices, operating expenses, capital expenditures, taxes and availability of funds. Although the reserve information contained herein is reviewed by our independent reserve engineers, William M. Cobb & Associates, Inc. estimates of oil and natural gas reserves are inherently imprecise. Furthermore, different reserve engineers may make different estimates of reserves and cash flows based on the same available data.

Actual future production, oil prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil reserves will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of reserves shown in our financial statements provided as part of this Annual Report on Form 10-K. In addition, we may adjust estimates of proved reserves to reflect production history, prevailing oil prices and other factors, many of which are beyond our control.

The decline in oil price may result in impairment charges.

Declines, as well as anticipated declines, in oil and gas prices has resulted in impairments and declines in the value of our oil properties. The price of oil declined 30% during 2015 based on the Cushing, Oklahoma - West Texas Intermediate daily average spot prices of $53.45 per barrel on December 31, 2014 and $37.13 on December 31, 2015. Subsequent to December 2015, average oil prices decreased further to a price per barrel of $31.68 for January 2016. The 2015 decline resulted in an impairment charge of $22.6 million.

Risks Related to our Intellectual Property

We may not be able to protect our proprietary information or technology adequately.

Our success depends on our proprietary information and technology. We have adopted an intellectual property strategy, relying on a combination of patents and trade secret laws, as well as on confidentiality and non-compete agreements, in order to establish and protect our proprietary rights. Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide us with any meaningful protection or any competitive advantage. Existing or future patents may be challenged, including with respect to the development and ownership thereof, or narrowed, invalidated or circumvented, which could limit our ability to stop competitors from developing and marketing similar technology or limit the length of terms of patent protection we may have for our technology. In addition, any such challenge could be costly and become a significant diversion of our management’s time and resources. Further, other companies may design around technology we have patented, licensed or developed and, therefore, diminish any competitive advantage we may have from our technology. Also, changes in patent laws or their interpretation in the United States and other countries could diminish the value of our intellectual property or narrow the scope of our patent protection.

These concerns apply equally to patents we have licensed or may in the future license, which may likewise be challenged, invalidated or circumvented. In addition, we generally do not control the patent prosecution and maintenance of subject matter that we license from others. Generally, the licensors are primarily or wholly responsible for the patent prosecution and maintenance activities pertaining to the patent applications and patents we license, while we may only be afforded opportunities to comment on such activities. Accordingly, we are unable to exercise the same degree of control over licensed intellectual property as we exercise over our own intellectual property, and we face the risk that our licensors will not prosecute or maintain it as effectively as we would like.

Third parties may infringe or misappropriate our patents or other intellectual property rights, which could adversely affect our business, financial condition and results of operations. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. In order to protect or enforce our intellectual property rights, we may initiate litigation against third parties, such as infringement suits or interference proceedings. Such litigation may be costly and may not be successful. Litigation may be necessary to:

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• assert claims of infringement;

• enforce our patents;

• enforce our licenses;

• protect our trade secrets or know-how; or

• determine the enforceability, scope and validity of the proprietary rights of others.

The steps we have taken to deter misappropriation of our proprietary information and technology may be insufficient to protect us, and we may be unable to prevent infringement of our intellectual property rights or misappropriation of our proprietary information. Any infringement or misappropriation could harm any competitive advantage we currently derive or may derive in the future from our proprietary rights. In addition, if we operate in foreign jurisdictions in the future, we may not be able to protect our intellectual property in the foreign jurisdictions in which we operate. The legal systems of certain countries do not favor the aggressive enforcement of intellectual property and the laws of certain foreign countries may not protect our rights to the same extent as the laws of the United States. Any actions taken in those countries may have results that are different than if such actions were taken under the laws of the United States. Patent litigation and other challenges to our patents are costly and unpredictable and represent a significant diversion of our management’s time and resources. Our intellectual property may also fall into the public domain. If we are unable to protect our proprietary rights, we may be at a disadvantage to others who did not incur the substantial time and expense we have incurred to create our technology.

Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.

We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. We require new employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us are our exclusive property. Nevertheless, these agreements may be breached or may not be enforceable, our proprietary information may be disclosed, and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets, and we may not have adequate remedies for any resulting losses. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Our technology may infringe upon the intellectual property rights of others. Intellectual property infringement claims would be time consuming and expensive to defend and may result in limitations on our ability to use the intellectual property subject to these claims.

Claims asserting that we have violated or infringed upon third party intellectual property rights may be brought against us in the future. We may be unaware of intellectual property rights of others that may cover some of our technology or third parties may have or eventually be issued patents on which our current and future technology may infringe. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Any claims and any resulting litigation could subject us to significant liability for damages, cause us to incur significant expenses and divert management time. A court could enter orders temporarily, preliminarily or permanently enjoining us from making, using, selling or importing any current and future technology or could enter an order mandating that we undertake certain remedial activities.

An adverse determination in any litigation of this type could require us to design around a third party’s patent or license alternative technology from another third party, which may not be available on acceptable terms or at all. If we cannot do these things on a timely and cost-effective basis, our revenues may decrease substantially, and we could be exposed to significant liability. In addition, litigation is time-consuming and expensive to defend and could result in limitations on our ability to use the intellectual property subject to these claims.

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Environmental and Regulatory Risks

We are subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or feasibility of our business.

Our operations are subject to federal, state and local laws and regulations, including environmental and health and safety laws and regulations governing, among other things, the generation, storage, handling, emission, use, transportation and discharge of hazardous substances and other materials into the environment, the integrity of groundwater aquifers and the health and safety of our employees. These laws and regulations can adversely affect the cost, manner or feasibility of doing business.

We incur, and expect to continue to incur, capital and operating costs to comply with environmental laws and regulations. Many laws and regulations require permits for the operation of various facilities, and these permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations could subject us to fines, injunctions or both.

We could be held liable for contamination at or from our current or former properties and any sites we acquire in the future, as well as for contamination at or from third party sites where we have operated or have disposed of waste, regardless of fault. We could also be subject to claims from landowners alleging property damage as a result of our operations. Further, we could be held liable for any and all consequences arising out of human exposure to hazardous substances or other environmental damage. In addition, if we are named in an environmental lawsuit alleging contamination at any such site, even if we are not at fault, any such lawsuit could harm our reputation and be costly and become a significant diversion of our management’s time and resources.

Environmental laws are complex, change frequently and have tended to become more stringent over time. Changes in, or additions to, environmental and health and safety laws and regulations could lead to increased operating and compliance costs. Therefore, no assurance can be given that our cost of complying with current and future environmental and health and safety laws, and our liabilities arising from past or future releases of, or exposure to, hazardous substances or other materials will not materially harm our business, financial condition and results of operations.

We rely on oil producers to obtain the appropriate permits to operate their wells and waterflood systems, and if they fail to obtain proper permits they could be subject to fines or penalties, and that could harm our business.

In the typical application of the AERO System to a reservoir, the well operator (which may include us) will be responsible for having all applicable permits for operating its wells and waterflood systems. If the well operator fails to have such permits, it could be subject to fines or penalties, which could, in turn, harm our business. In addition, because our technology is new, regulatory agencies may not be sure how to apply existing rules to the AERO System or may have concerns that could delay or restrict use of the AERO System in some wells. Any such delays or restrictions could harm our business.

Climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for our products and services.

Changes in environmental requirements may negatively impact demand for our services. For example, oil exploration and production may decline as a result of environmental requirements (including land use policies responsive to environmental concerns). State, national, and international governments and agencies have been evaluating climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases in areas in which we conduct business. Because our business depends on the level of activity in the oil industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties, or international agreements reduce the worldwide demand for oil or oil prices. Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture and use of greenhouse gases such as carbon dioxide that could adversely affect our business, financial condition and results of operations.

The adoption of any future federal or state laws or implementing regulations imposing restrictions on hydraulic fracturing, if extended to oil recovery operations, could materially harm our business, financial condition and results of operations.

The Environmental Protection Agency, or EPA, has recently focused on concerns about the risk of water contamination and public health problems from drilling and hydraulic fracturing activities. The EPA is conducting a comprehensive research study on the potential adverse effects that hydraulic fracturing may have on water quality and public health. While our technology is unrelated to hydraulic fracturing, it is possible that any federal, state and local laws and regulations that might be imposed on fracturing activities could also apply to oil recovery operations.

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Although it is not possible to predict the outcome of EPA’s study or whether any new legislation or regulations would impact our business, such future laws and regulations could result in increased compliance costs or additional operating restrictions, which, in turn, could materially harm our financial position, results of operations and cash flows.

Our producing properties are located in the East Texas Basin and South Texas, which makes us vulnerable to risks associated with operating in two major geographic areas.

All of our current producing properties are geographically concentrated in the East Texas Basin and South Texas. At December 31, 2015, all of Glori’s total estimated proved reserves were attributable to properties located in these areas.

As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in these areas caused by governmental regulation, processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or other drought related conditions or interruption of the processing or transportation of oil, natural gas or NGLs.

We are susceptible to the potential difficulties associated with rapid growth and expansion and have a limited operating history.

Recently, with the closing of the Coke Field Acquisition and the Merger, we have grown rapidly, and we continue to pursue opportunities for additional future acquisition growth. Our management believes that our future success depends on our ability to manage additional rapid growth that we may experience and the demands from increased responsibility on management personnel. The following factors could present difficulties:

• increased responsibilities for our executive level personnel;

• increased administrative burden;

• increased capital requirements; and

• increased organizational challenges common to large, expansive operations.

Our operating results could be adversely affected if we do not successfully manage these potential difficulties. The historical financial information incorporated herein is not necessarily indicative of the results that may be realized in the future. In addition, our operating history is limited and the results from our current producing wells are not necessarily indicative of future operations.

We may be subject to risks in connection with acquisitions of properties.

The successful acquisition of producing properties requires an assessment of several factors, including:

• recoverable reserves;

• future oil and natural gas prices and their applicable differentials;

• operating costs;

• potential environmental and other liabilities; and

• financial risk resulting from any borrowings

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems.

We may incur losses as a result of title defects in the properties in which we invest.

The existence of a material title deficiency can render a lease worthless and can adversely affect our results of operations and financial condition. While we conduct customary due diligence prior to acquiring a property, the failure of title may not be discovered until after we acquire the property, in which case we may lose the lease and the right to produce all or a portion of the minerals under the property.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information regarding the Company's properties called for by this item is included in Item 1, Business - Glori's Properties. We also have various operating leases for rental of office, laboratory, and warehouse space. See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and NOTE 14, Commitments and Contingencies, in the Consolidated Financial Statements in Item 15 to Part IV of this Annual Report on Form 10-K for the future minimum rental payments. Such information is incorporated herein by reference.

Item 3. Legal Proceedings

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. The Company is not a party to any material litigation or proceedings and is not aware of any material litigation or proceedings, pending or threatened against it. We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, governmental regulations, environmental, employment and other actions. Although the outcomes of these routine claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information for Common Stock

Our common stock has been listed on the NASDAQ since April 14, 2014. Prior to that time, the trading prices are not available since there was no public market for our stock. The following table sets forth for the indicated periods the high and low intra-day sales prices per share for our common stock for 2014 beginning with our initial trading date and for 2015.

	2014				2015
	High		Low		High		Low
First Quarter					$	4.22	$	2.05
Second Quarter	$	12.44	$	7.51	2.35		1.43
Third Quarter	11.00		6.23		1.95		0.61
Fourth Quarter	$	7.85	$	3.00	$	0.95	$	0.32

Holders of Record

As of December 31, 2015, there were approximately 200 stockholders of record of our common stock, and the closing price of our common stock was $0.35 per share as reported on the NASDAQ. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividend Policy

To date, we have not declared or paid any cash dividend on our common stock. Any future payments of cash dividends on our common stock will be at the discretion of our board of directors and dependent upon our revenues and earnings, financial strategy, capital requirements and overall financial condition and subject to our covenants in our loan agreements. For the foreseeable future we presently intend to retain any earnings for use in our business operations.

Unregistered Sales of Securities

We have not sold any of our equity securities during the period covered by this Report that were not registered under the Securities Act. 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the fourth quarter of the fiscal year covered by this report, no purchases were made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares or other units of any class of the Company’s equity securities.

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Share-Based Compensation

The table stating our equity compensation plans at December 31, 2015 under item 12 of this annual report is incorporated herein by reference.

Glori Oil Limited 2006 Stock Option and Grant Plan – The Company’s pre-Merger long term incentive plan the Glori Oil Limited 2006 Stock Option and Grant Plan allowed for the issuance of stock options. These options were typically issued at an exercise price equal to the fair market value of the Company’s common stock at the grant date, as determined by the Board of Directors. Generally, the options vest 25 percent after 1 year, and thereafter ratably by month over the next 36 months, and may be exercised for a period of 10 years subject to vesting. As of April 14, 2014 the plan was amended such that no further options would be issued.

Glori Energy Inc. 2014 Long Term Incentive Plan – The plan was adopted by the Company’s Board in December 2014 and approved by the shareholders. Under the plan, the Board of Directors may grant options, incentive stock options, stock appreciation rights and performance based awards. Awards made under the plan are subject to such terms and conditions, without limitation as may be determined by the board.

For a further detail of the options, exercise prices and number of securities to be issued upon option exercise see NOTE 15 included in the Notes to Consolidated Financial Statements in Item 15 to Part IV of this Annual Report on Form 10-K.

Item 6. Selected Financial Data

The following table (in thousands, except per share data) presents selected historical financial data for the periods indicated. The selected consolidated financial data are derived from our audited consolidated financial statements (taking into account the Merger). The following selected historical financial data should be read in connection with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited Consolidated Financial Statements and related notes included in Item 15 to Part IV of this Annual Report on Form 10-K.

	As of and for the Years Ended December 31,
	2012			2013			2014			2015
Revenues:
Oil and gas revenues	$	463		$	576		$	11,724		$	7,397
Service revenues	1,718			2,643			4,135			1,605
Total revenues	2,181			3,219			15,859			9,002
Net loss	(11,940		)	(10,609		)	(18,756		)	(36,255		)
Net loss per share, basic and diluted	$	(11.32	)	$	(9.61	)	$	(0.65	)	$	(1.14	)
Cash	$	18,707		$	20,867		$	29,751		$	8,380
Property, plant and equipment, net	5,040			2,810			28,813			7,315
Total assets	24,477			24,619			67,435			22,264
Debt	7,879			5,270			19,225			10,525
Total stockholders' equity	24,477			16,196			41,215			6,511

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 15 to Part IV of this Annual Report on Form 10-K. Our discussion and analysis includes forward-looking information that involves risks and uncertainties and should be read in conjunction with Risk Factors under Item 1A of this Annual Report on Form 10-K, along with Forward-Looking Information under Item 7A of this Annual Report on Form 10-K for information on the risks and uncertainties that could cause our actual results to be materially different from our forward-looking statements.

Management's Overview

The significant decline in oil and gas prices over the past 19 months has adversely affected our revenues and cash flows from operations. The impact of the lower oil and gas prices was partially offset by having approximately 59% of our oil production in 2015 hedged at higher oil prices. However, we also experienced a decrease in our AERO Services third party revenues in 2015 as the E&P industry significantly reduced its investment in new projects. As a result, we continue to generate negative cash flows from operations.

In these challenging market conditions we are carefully managing our costs, reducing expenses and minimize capital spending. We have reduced costs in 2015, and in February of 2016, we reduced our administrative and professional staff by 39%, are consolidating office space and have reduced the size of our Board to better fit a company of our size. Additionally, we have taken steps to reduce lease operating expenses at the Coke Field.

To enhance our production profile and build a larger asset base, we are continuing to seek and evaluate additional oil field acquisition opportunities that would generate current cash flow and serve as suitable candidates for future AERO deployment. The rapid drop in oil prices has made it difficult to execute on our acquisition strategy due to potential sellers’ reluctance to sell at depressed prices and the industry’s reduced access to capital. The significant decrease in our stock price also impacts our ability to raise new equity capital. We have retained an investment banking firm with experience in the energy industry to assist us in exploring M&A alternatives with several potential partners, investors and asset sellers with the goal of bolstering our balance sheet and increasing shareholder value.

In March of 2016, we completed installation of phase II of our AERO implementation at our Coke oil field. Phase I field implementation, which consists on one nutrient injection well, began in August 2015. Phase II incorporates the addition of two AERO injection wells to increase the proportion of the field that is impacted by AERO technology. Phase II implementation commenced after data from our Phase I limited trial demonstrated encouraging indication of AERO performance. Phase II implementation consists of two existing inactive, shut-in wells that were recompleted and used as nutrient injection wells. The wells are located on the periphery of the Coke field and are designed to stimulate production from more of the field than was impacted by the first injector. Phase II AERO injection commenced on March 4, 2016.

In the fourth quarter of 2015 we applied to the United States Department of Energy’s Loan Programs Office (“LPO”) for a $150 million loan guarantee in connection with a project applying AERO to previously abandoned reservoirs in the U. S. (the “Project”). The objective is to develop economic oil production in fields that have been left behind by the industry, and doing so with minimal environmental impact. Several candidate reservoirs have been identified by Glori scientists and engineers as potential project sites. Based on LPO’s evaluation of Part I of our application, on March 1, 2016, LPO invited Glori to submit Part II of its application. We cannot, however, predict the ultimate outcome of the application or whether a term sheet, conditional commitment, or loan guarantee eventually will be issued for the Project.

Finally, we continue to report results from client projects and continue to further develop the AERO technology to expand its market. An article in the March 2015 issue of the Journal of Petroleum Technology, a magazine of the Society of Petroleum Engineers, featured a successful AERO client project in Canada. Glori’s AERO technology and associated water treatment technology was also featured in the February 2016 issue of the Journal of Petroleum Technology, which showcased a successful project in California where production was shown to significantly increase over the duration of the project. Rigzone, a leading online energy resource, also recently featured Glori’s AERO technology and its joint industry project with Canada’s Alberta Innovates, which is funding the project to assess and test the potential of AERO technology to boost heavy oil production.

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Critical Accounting Policies and Estimates

The discussion of Glori’s financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires Glori to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses. On an ongoing basis, Glori evaluates its estimates and assumptions, including those related to revenues, bad debts, long-lived assets, income taxes, asset retirement obligation, fair value of derivatives, asset impairment and stock-based compensation. These estimates are based on historical experience and on various other assumptions that Glori believes are reasonable under the circumstances. The results of Glori’s 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 Glori’s consolidated financial statements.

Critical accounting policies are those policies that, in management’s view, are most important in the portrayal of Glori’s financial condition and results of operations. The notes to Glori’s consolidated financial statements also include disclosure of significant accounting policies. The methods, estimates and judgments that Glori uses in applying its accounting policies have a significant impact on the results that Glori reports in its financial statements. These critical accounting policies require Glori 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.

AERO Services Related Accounting Policies and Estimates

Revenue Recognition. Service revenues are recognized when all services are concluded in accordance with the contract. The Company’s service contracts typically include a single contract for each phase of service. During the initial phase known as Reservoir Analysis and Treatment Design (the “Analysis Phase”), the Company samples the target field and evaluates project feasibility and nutrient formulation by assessing field characteristics such as geology, microbial environment and geochemistry of the oil and water. The completion of the Analysis Phase contract typically coincides with the delivery of a report of findings to the customer at which point the Analysis Phase revenues are recognized. Once the viability of the AERO System is demonstrated in the Analysis Phase, a new contract is executed for the Field Deployment Phase. During the Field Deployment Phase the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir. The Field Deployment Phase revenues are recognized ratably over the Field Deployment Phase injection work timeline.

Previous to 2014, the majority of the Company’s revenues for AERO services were executed under a single contract which covered both Analysis Phase and Field Deployment Phase work. The single contract for both services resulted in lack of commercial evidence that the Analysis Phase services provided value on a stand-alone basis and thus both services were viewed as a single unit-of-accounting under ASC 605, Revenue Recognition: Multiple-Element Arrangements. In accordance with this guidance, the Company deferred revenue received in the Analysis Phase and recognized this revenue and the Field Deployment Phase revenue uniformly over the Field Deployment Phase injection timeline. Any termination of the project after the completion of the Analysis Phase would result in the immediate recognition of that portion of the revenues outlined in the contract.  

Oil and Gas Extraction Specific Policies and Estimates

Successful Efforts Method. Glori uses 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. Glori follows the sales method of accounting for crude oil revenues. Under this method, Glori recognizes revenues on production as it is taken and delivered to its purchasers, net of royalties. Revenues from natural gas production are recorded using the sales method.

Depletion. The estimates of proved 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. Glori emphasizes that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. Glori’s policy is to amortize capitalized costs on the unit of production method, based upon these reserve estimates.

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Glori assesses its 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, depreciation and amortization.

Asset Retirement Obligation. Glori accounts for its plugging and abandonment liability for permanently shutting in wells, or asset retirement obligation ("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. Glori determines its 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 Glori’s ARO is reflected in the accompanying consolidated balance sheets as a noncurrent liability. Glori has 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.

Impairment of Oil and Natural Gas Properties. Glori reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate a potential decline in the recoverability of their carrying value. We compare expected undiscounted future net cash flows from each field to the carrying amount of the asset. If the future undiscounted net cash flows, based on the our estimate of future oil and natural gas prices and operating costs and anticipated production from proved reserves, are lower than the asset's carrying amount, then the capitalized cost is reduced to fair value. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity pricing, future production estimates, and anticipated capital expenditures. Unproved properties are reviewed quarterly to determine if there has been impairment of the carrying value, with any such impairment charged to expense in the period. Drilling activities in an area by other companies may also effectively condemn leasehold positions. Given the complexities associated with oil and natural gas estimates and the history of price volatility in the oil and natural gas markets, events may arise that will require the Company to record an impairment of its oil and natural gas properties and there can be no assurance that such impairments will not be required in the future nor that they will not be material.

Derivative Instruments. At the end of each reporting period we record on our balance sheet the mark-to-market valuation of our commodity derivative instruments. The unrealized estimated change in fair value of the derivatives is reported in other income (expense) as gain (loss) on commodity derivative instruments.

Stock-Based Compensation. Glori issues options and restricted shares as compensation for service. Glori has recorded all share based payment expenses to employees in accordance with the provisions of ASC 718, Compensation- Stock Compensation. Glori recognizes expense for stock-based compensation using the calculated fair value of options and restricted shares on the grant date of the awards. Glori’s 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. 

Restricted shares are measured at the grant date by using the value of the closing share price on the day prior to the grant date.

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 Glori’s 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.

Glori does not issue fractional shares nor pay cash in lieu of fractional shares and currently does not have any awards accounted for as a liability.

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Taxes. Glori accounts 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 December 31, 2015, Glori has a total valuation allowance of $31.8 million.

Glori 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. As of December 31, 2013, the Company had an uncertain tax position related to not filing Form 926 Return by a U.S. Transferor of Property to a Foreign Corporation in the amount of approximately $31,000, for the tax years 2010 and 2011. This form would have reported cash transfers to support the operations of its subsidiary Glori Oil S.R.L. The Company has amended these returns and believes any liability will be abated and no longer has an uncertain tax position; accordingly, the Company has not recognized any liability in the accompanying consolidated financial statements. The Company does not expect a material change to the consolidated financial statements related to uncertain tax positions in the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.

Glori’s ability to use its 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. Glori believes that its issuance of series B preferred stock on October 15, 2009 resulted in a Section 382 ownership change limitation. Glori estimates that approximately $5.4 million of Glori’s $69.9 million NOLs as of December 31, 2015 will will expire earlier than the statutory 20 year carryforward period due to the section 382 limitation. Future changes in Glori’s stock ownership, some of which are outside of its control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, Glori’s ability to utilize NOLs of companies that it may acquire in the future may be subject to limitations.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive new revenue recognition standard that will supersede existing revenue recognition guidance under United States generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS). The issuance of this guidance completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS.

The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items.This standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating this standard and the impact it will have on our future revenue recognition policies.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 asserts that management should evaluate whether there are relevant condition or events that are known and reasonably knowable that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued when applicable. If conditions or events at the date the financial statements are issued raise substantial doubt about an entity’s ability to continue as a going concern, disclosures are required which will enable users of the financial statements to understand the conditions or events as well as management’s evaluation and plan. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

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In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. Prior GAAP guidance mandates recognizing debt issuance costs as a deferred charge. Such treatment is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The provisions of this accounting update are not anticipated to have a material impact on the Company’s financial position or results of operations.

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Historical Results of Operations for Glori

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

	Year ended December 31,
	2014			2015
Revenues:
Oil and gas revenues	$	11,724		$	7,397
Service revenues	4,135			1,605
Total revenues	15,859			9,002
Operating expenses:
Oil and gas operations	10,777			9,974
Service operations	3,528			1,771
Science and technology	1,868			1,940
Selling, general and administrative	5,920			5,884
Impairment of oil and gas properties	13,160			22,600
Depreciation, depletion and amortization	4,624			5,507
Total operating expenses	39,877			47,676
Loss from operations	(24,018		)	(38,674		)
Other income (expense):
Interest expense	(3,023		)	(2,169		)
Gain on change in fair value of warrants	2,454			—
Gain on commodity derivatives	6,023			3,961
Other income	17			445
Total other income, net	5,471			2,237
Net loss before taxes on income	(18,547		)	(36,437		)
Income tax expense (benefit)	209			(182		)
Net loss	$	(18,756	)	$	(36,255	)

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The following table sets forth selected production data for the periods indicated:

	Year Ended December 31,
	2014		2015
Revenues (in thousands):
Oil revenues	$	11,549	$	7,297
Natural gas revenues	175		100
Total revenues	$	11,724	$	7,397
Sales Volumes:
Oil Volumes (MBbls)	133		155
Gas Volumes (MMcf)	72		70
Gas Volumes (MBoe)	12		12
Total Sales Volumes (MBoe)	145		167
Price:
Average oil price received per Bbl	$	86.83	$	46.95
Average oil price per Bbl including price swap settlements	$	88.65	$	70.25
Average gas price per Mcf	$	2.43	$	1.42

The following table details oil and gas operations expense for the periods indicated (in thousands):

	Year Ended December 31,
	2014		2015
Lease operating expense	$	6,631	$	6,588
Ad valorem taxes	438		420
Severance taxes	547		343
Acquisition expenses	503		108
Exploration expense	—		102
Oil and gas overhead expense	2,658		2,413
Oil and gas operations expense	$	10,777	$	9,974

Years ended December 31, 2014 and 2015

Oil and gas revenues. Oil and gas revenues decreased by $4.3 million from $11.7 million in 2014 to $7.4 million in 2015. The decrease was attributable to a 46% decline in average realized oil prices which more than offset the addition of 11,091 BOE of sales production through the purchase of the Bonnie View Field and the benefit of a full year of production from the Coke Field, which produced 13,919 BOE more than in 2014.

Service revenues. Service revenues decreased by $2.5 million, or 61%, from $4.1 million in 2014 to $1.6 million in 2015. The decrease in revenues was attributable to decreases of $1.0 million and $1.5 million in Analysis Phase and Field Deployment Phase services, respectively. The decrease in Analysis Phase revenues was due to fewer new projects in the 2015 period. The decrease in Field Deployment Phase revenues was due to a decrease of $1.9 million in Canadian revenues primarily due to the conclusion of a large AERO field project in June 2014. This decrease was partially offset by an increase in revenues in Brazil due to a project in field deployment phase ongoing throughout 2015. Service revenues during 2015 were adversely impacted by the decrease in oil prices which resulted in significant decreases in spending by our exploration and production customers and prospects.

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Oil and gas operations. Oil and gas operating expenses decreased by $803 thousand from $10.8 million in 2014 to $10.0 million in 2015. Acquisition expenses decreased $395 thousand due to due diligence and acquisition sourcing fees incurred in the prior period for a significant acquisition target. Lease operating expenses decreased by a net $43 thousandprimarily due to a $449 thousand decrease in Coke Field expenses due to cost reduction efforts including the shutting in of uneconomic wells in the lower price oil environment. Lease operating expenses also decreased by $75 thousand due to the sale of the Etzold Field in July 2015. These decreases were partially offset by the addition of $481 thousand in expenses for the Bonnie View Field, which was purchased in June 2015. The overall decrease in oil and gas operating expenses also included a $204 thousand in severance tax reduction due to sustained lower oil prices and revenues, a decrease of $245 thousand in overhead expenses due to decreases in third party consulting fees, and a decrease of $18 thousand in ad valorem tax expense due to a revised tax assessment. These decreases were partially offset by an increase in exploration expense for $102 thousand resulting from an unsuccessful radial jetting project.

Service operations. Service operations expense decreased by $1.8 million, or 50%, from $3.5 million in 2014 to $1.8 million in 2015. Approximately $863 thousand of the decrease is attributable to reduced project costs such as trucking and nutrient solution related to a large Canadian field project which concluded during June 2014 and another Canadian project which concluded during July 2015. The remaining decrease is primarily attributable to reduced project costs related to two domestic field projects, which concluded during February and July 2015, and a decrease in service operations headcount due to the decreased number of projects.

Science and technology. Science and technology expenses increased by $72 thousand in 2015 compared to 2014. Cost reductions of $267 thousand in compensation and benefits expenses, lab supplies and travel were offset by an increase of $195 thousand in third party research fees, including those for core flood research assisted by a major U.S. research university, and an increase in stock compensation expense of $147 thousand. The decrease in expenses for lab supplies and travel was primarily due to a decrease in Analysis Phase services projects.

Selling, general and administrative. SG&A expenses decreased by $36 thousand from 2014. Excluding stock compensation expense, the decrease would have been $846 thousand, or 14%, due to cost cutting measures in salaries, benefits, professional fees and travel. This decrease in expenses was partially offset by an increase in stock compensation expense for our employees and Directors of $810 thousand in 2015.

Impairment of oil and gas properties.  During 2014, due to a significant decline in oil prices, we recognized an estimated $12.7 million impairment loss on our Coke Field Assets. As of year-end 2014, we had not yet implemented our AERO technology at the Coke Field. In 2014, we also recognized a full impairment charge of approximately $450 thousand for our Etzold Field property, which was sold in July 2015. During the fourth quarter of 2015, due to a further decline in oil prices, we recognized an estimated $20.2 million impairment loss on our Coke Field Assets, acquired March 2014. As of year-end 2015, we had only implemented the first phase of our AERO technology at the Coke Field, and we were awaiting definitive results. We also recognized a $2.4 million impairment charge for the Bonnie View Field, which was purchased in June 2015.

Depreciation, depletion and amortization. DD&A increased by $883 thousand from $4.6 million in 2014 to $5.5 million in 2015. The increase was principally due to an increase in depletion expense of $763 thousand, which was driven by the acquisition of the Bonnie View Field in June 2015, the high fourth quarter depletion due to lower reserves value received from the January 1, 2016 reserve report and the addition to the depletable cost pool of our Phase 1 AERO project, which was placed in service in the third quarter of 2015.

Total other (expense) income, net. Total other income (expense), net decreased by $3.2 million from income of $5.5 million in 2014 to income of $2.2 million in 2015. Our commodity price swaps that were entered into in connection with the acquisition of the Coke Field Assets in 2014 resulted in a net gain of $4.0 million in 2015 compared to a gain of $6.0 million in 2014. In 2015, the commodity derivative gain consisted of a $6.3 million realized gain on price swap settlements, including $2.7 million received for the sale of our 2017-2018 swaps, which was used to pay down debt, and due to an unrealized gain on commodity derivatives of $340 thousand due to the increase in in fair value of the commodity price swaps. These gains were partially offset by a $2.7 million termination of long-term commodity swaps as the Company sold its long-term commodity swap positions. In 2014, the commodity derivative gain consisted of a $227 thousand realized gain on price swap settlements and a $5.8 million unrealized gain on the change in fair value of future settlements. Additionally, during 2014 there was a gain on change in the fair value of warrant liabilities in conjunction with the Merger which resulted in the recognition of a $2.5 million gain on the change in fair value of warrant liabilities. Interest expense in 2015 decreased $854 thousand from the 2014 period due to the repayment of debt, including debt used to partially fund the Coke Field acquisition and the $8.0 million secured term promissory note which was prepaid in March 2015. The Company recognized a gain of $422 thousand on the sale of mineral interests in the Etzold Field in July 2015.

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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 acquisitions, principally the purchase of the Coke Field, to fund our operations and for payments on debt.

At December 31, 2015, we had working capital of $9.3 million, made up of current assets of $13.6 million and current liabilities of $4.3 million. The current asset balance is comprised of cash and cash equivalents of $8.4 million, accounts receivable of $1.5 million, prepaid expenses and other current assets of $314 thousand, and commodity derivative contracts receivable of $3.4 million. Included in current liabilities is $1.4 million in accounts payable, $1.2 million in accrued expenses, $480 thousand in current portion of long-term debt, and a deferred tax liability of $1.2 million. On November 5, 2015 we made a prepayment of $1.6 million on the senior secured term loan facility in connection with an amendment to our Note Purchase Agreement for our senior secured term loan facility. In December of 2015, we prepaid an additional $2.7 million on the senior secured term loan facility using the proceeds from settlement of our long term commodity derivatives. (See NOTE 9 - Derivative Instruments and 10 - Long Term Debt).

On October 23, 2015, we received a notice from the Listing Qualifications Department of the NASDAQ Stock Market LLC indicating that, for the previous 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share required for continued inclusion on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). The Company was afforded 180 calendar days, or until April 20, 2016, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company’s common stock must maintain a minimum bid closing price of at least $1.00 per share for a minimum of ten consecutive business days. If we do not regain compliance by that date, we may be eligible for an additional 180 day grace period as long as we meet certain listing requirements and provide written notice of our intention to cure the deficiency during this additional compliance period. The notification letter has no immediate effect on Glori’s listing or trading of common stock, does not affect the Company’s business operations or its SEC reporting requirements and does not cause a default under any material agreement.

The Company will continue to execute its business strategy and, if necessary, will consider implementing available options to attempt to regain compliance with the minimum bid price requirement of NASDAQ Listing Rule 5810(c)(3)(A), including a reverse stock split. If our common stock is delisted, it would likely trade in the over-the-counter market. Such NASDAQ delisting or further declines in our stock price could greatly impair our ability to raise additional capital to finance additional capital expenditures and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

Contingent on our ability to obtain financing, we intend to pursue additional acquisitions of producing oil assets in which to deploy the AERO System. Planned capital expenditures for the next twelve months consist of approximately $1.0 million primarily for the recompletion and conversion of two previously inactive shut-in wells to nutrient injectors and related surface equipment for expansion of our AERO System technology on the Coke Field. We will adjust the amount and timing of our capital spending dependent upon our cash on hand, our cash flow from operations and the availability of capital. As of December 31, 2015, we did not have any commitments for the acquisition of oil properties or any other significant capital commitments. 

The price of oil decreased 17% during the fourth quarter of 2015 based on the Cushing, Oklahoma - West Texas Intermediate spot prices of $44.75 per barrel on October 1, 2015 and $37.13 on December 31, 2015. Subsequent to December 2015, the oil price fell to approximately $30 per barrel in February 2016. A sustained lower oil price through March 2016 will negatively impact first quarter oil revenues and profitability from our oil producing assets, which will be partially offset by other income realized from oil price swap settlements. Using an estimated average oil price of $30 per barrel and assuming fourth quarter volumes, oil and gas revenues would have decreased from $1.5 million as reported in the fourth quarter to $1.2 million, and the realized gain on monthly oil swap settlements, excluding proceeds on the sale of long-term derivative assets, would have increased from $971 thousand in the fourth quarter to $1.2 million. See ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk for further discussion on the potential impact of an oil price decline.

Revenues and cash flows from our existing oil properties 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 our existing oil properties, after direct operating expenses and related overhead costs, are principally dedicated to servicing the $10.5 million term note and related capital expenditures. We currently have hedges in place totaling 7,300 barrels per month through March 31, 2016 at $86.50 per barrel, and hedges for 6,550 barrels per month at $82.46 per barrel for the

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remainder of 2016. While we have entered into hedges for a portion of our oil production during 2016, revenues and cash flows from our oil properties and AERO services have been adversely affected by the depressed oil prices. As a small company with an emerging technology we have not historically generated positive cash flows and we do not currently generate positive cash flows from operations

The rapid drop in oil prices has made it difficult to execute on our strategy of acquiring producing properties which would contribute to our revenues and cash flows due to potential sellers’ reluctance to sell at depressed prices. Additionally, the current oil price environment has negatively affected the availability of capital to Glori and the E&P industry in general, and has also resulted in a dramatic decrease in our stock price, which also impacts our ability to raise new equity capital.

In order to address this challenging environment, we have retained a financial advisory firm with experience in the energy industry to actively explore alternatives for mergers and acquisitions with potential partners, investors and asset sellers with the goal of bolstering our liquidity and enabling us to build a larger asset base. Additionally, we have made significant cost reductions, both in our administrative and professional staff, and our lease operating expenses. The cost reductions were implemented both in 2015 and in the first quarter of 2016. We have also limited our capital expenditures to those required to fully implement our AERO technology at our Coke field.

We believe demonstrated AERO technology results at the Coke field will enhance revenues and cash flows and will improve our ability to raise additional capital. In August 2015, we implemented the first phase of AERO at the Coke field. In March 2016 we completed installation of phase II of our AERO implementation. Phase II incorporates the addition of two AERO injection wells to increase the proportion of the field that is impacted by AERO technology. Glori now has three injection wells running in total. Phase II implementation commenced after data from Phase I limited trial demonstrated encouraging indication of AERO performance. The wells are located on the periphery of the Coke field and are designed to stimulate production from more of the field than was impacted by the first injector.

Finally, we applied to the United States Department of Energy’s Loan Programs Office (“LPO”) for a $150MM loan guarantee in connection with a project applying AERO to previously abandoned reservoirs in the U. S. Based on LPO’s evaluation of Part I of our application, in March 2016, LPO invited Glori to submit Part II of its application. However, we cannot predict the ultimate outcome of our application and whether a loan guarantee will be issued.

We will likely need to raise financing over the next twelve months to fund our operations and to repay or refinance the term note issued by GEP of $10.5 million which matures in March 2017. We have taken steps which, if successful, we believe will facilitate raising additional financing. However, we may have difficulty obtaining such financing as a result of the decrease in oil prices, our negative cash flows from operations and the significant decrease in our share price. Failure to obtain additional financing would have a material adverse effect on our business operations and financial condition.

On March 18, 2016, GEP entered into an amendment (the “Amendment”) to the note purchase agreement dated as of March 14, 2014 between GEP and Stellus Capital Investment Corporation, as administrative agent (as amended and in effect, the “NPA”), governing GEP’s senior secured first lien notes due March 2017 (the “Notes”). Among other things, the Amendment deleted all financial covenants and collateral value redetermination requirements contained in the NPA. In connection with the Amendment, effective as of April 1, 2016, the interest rate payable on the Notes will increase by 200 bps to 13.0% per annum, with the additional increase to be “paid in kind” at GEP’s election by increasing the outstanding principal amount of the Notes, and principal and interest payments will be payable monthly rather than quarterly. GEP also agreed to receive additional funds from the Company to meet its payment obligations, including monthly principal and interest payments on the Notes, but not the unpaid balance of the Notes on the final maturity date thereof or upon any acceleration thereof. Without this amendment we likely would not have been able to meet all of our financial covenants in the future.

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

	Years Ended December 31,
	2014			2015
Net cash used in operating activities	$	(8,186	)	$	(9,711	)
Net cash used in investing activities	(42,362		)	(3,008		)
Net cash provided by (used in) financing activities	59,432			(8,652		)

Operating Activities

During 2015, our operating activities used $9.7 million in cash. Our net loss for 2015 was $36.3 million. Non-cash items totaled an expense of $29.3 million, consisting of $5.5 million of depreciation, depletion and amortization, $22.6 million impairment of our oil and gas properties, $1.4 million for stock based compensation expense, $326 thousand for amortization of deferred loan costs and other non-cash expenses totaling $301 thousand. These non-cash expenses were partially offset by a $422 thousand gain on the sale of the Etzold Field, a $340 thousand unrealized gain on the change in fair value of the commodity price swap and a $44 thousand settlement of asset retirement obligations. For a more detailed description of the sale of the Etzold Field, please see NOTE 5 in Item 15 to Part IV of this Annual Report on Form 10-K. Changes in operating assets and liabilities reduced net cash by $2.8 million for the period. The cash decrease from changes in operating assets and liabilities was caused by a decrease in accounts payable of $1.1 million, a decrease in accrued expenses of $806 thousand, a decrease in deferred revenues of $653 thousand, an increase in accounts receivable of $141 thousand, and an increase in prepaid expenses and other current assets of $70 thousand. The decrease in accounts payable and accrued expenses was primarily due to the payments for compensation previously accrued at December 31, 2014, a decrease in ad valorem taxes payable at fiscal year end 2015 versus 2014, due to the decline in assessed value and the payments for Coke Field unitization fees which were included in accounts payable and accrued expenses at fiscal year end 2014. The decrease in deferred revenue is due to recognition of previously unearned revenues which was triggered as certain services projects progressed through the Field Deployment Phase. 

During 2014, our operating activities used $8.2 million in cash. Our net loss for 2014 was $18.8 million. Non-cash items totaled an expense of $10.4 million, consisting of $4.6 million of depreciation, depletion and amortization, $13.2 million impairment of our oil and gas properties, $296 thousand for stock based compensation expense, $439 thousand for amortization of deferred loan costs and other non-cash expenses totaling $163 thousand. These non-cash expenses were partially offset by a $2.5 million gain on the change in fair value of the warrant liabilities and a $5.8 million gain on the change in fair value of the commodity price swap. Changes in operating assets and liabilities increased net cash by $138 thousand for the period. The cash increase from changes in operating assets and liabilities was caused by an increase in accounts payable of $1.3 million and an increase of accrued expenses of $1.1 million. These sources of cash were partially offset by uses of cash by an increase in accounts receivable of $1.1 million, an increase in prepaid expenses and other current assets of $149 thousand, and a decrease in deferred revenues of $1.1 million. The increases in accounts receivable is primarily due to a $900 thousand receivable from December oil production on the Coke Field and a $293 thousand receivable for the December commodity swap settlement. Accounts payable and accrued payables also increased over the prior year as a result of increased operating expenses due to the addition of the Coke Field and accrued compensation at year end 2014. Deferred revenues decreased in 2014 as we commenced the Field Deployment Phase of our project in Brazil.

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, oil prices and our ability to reduce . Other variables affecting our cash flow from operations are the adoption rate of our technology and the demand for our services, which is also impacted by the level of oil prices and the capital expenditure budgets of our customers and potential customers.

Investing Activities

In 2015, net cash used in investing activities was $3.0 million. We settled our long-term commodity derivative assets on December 23, 2015 in exchange for proceeds of $2.7 million. Additionally proceeds of $75 thousand were received on the sale of our Etzold property. Our capital expenditures were $5.8 million in 2015 compared to $42.4 million in 2014. The $36.6 million decrease in capital expenditures is due to the purchase of the Coke Field in the prior year period. Capital expenditures for 2015 consisted primarily of the June 1, 2015 purchase of the Bonnie View Field. A majority of the remainder of the capital expenditures were associated with implementing our AERO System technology at the Coke Field, including unitization and the drilling of a water source well and an injection well. Capital expenditures for 2014 consisted primarily of the purchase of the Coke Field Assets in March of 2014 for $40.0 million and $1.0 million of capital expenditures related to the construction of skid mounted injection equipment used in the AERO Field Deployment Phase process.

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Financing Activities

During 2015, cash used by financing activities was $8.7 million consisting of $8.8 million in principal payments on long-term debt and $63 thousand in payments for deferred loan costs. These cash outflows were partially offset by proceeds of $139 thousand from stock option exercises and $52 thousand from the financing of vehicles for the field.

During 2014, cash provided by financing activities was $59.4 million consisting primarily of cash proceeds of $38.4 million received in the Merger and new credit facilities totaling $24.0 million which were used to fund a portion of the Coke Field acquisition. The new borrowings mainly consisted of an $18.0 million senior secured term loan facility, a $4.0 million subordinated debt and a $2.0 million convertible note to the seller, Petro-Hunt. Additionally $5.0 million was received from the issuance of C-2 preferred shares and warrants, which were exchanged for common stock in the Merger, and $4.2 million was received from the exercise of warrants and stock options. Cash generated from financing activities during 2014 was partially offset by principal payments on long-term debt of $8.1 million, payments for deferred offering costs of $3.3 million and payments for deferred loan costs of $767 thousand. The deferred offering costs represent primarily legal expense payments related to the Merger and the deferred loan costs payments represent financing fees and legal expenses associated with the $18.0 million senior secured term loan facility and the $4.0 million subordinated debt.

On January 8, 2014, we executed the merger and share exchange agreement with Infinity Corp. On April 14, 2014, the Merger was consummated. Pursuant to the terms of the Merger, in exchange for our outstanding shares and warrants, Infinity Corp. issued 23,584,557 shares of common stock on a pro rata basis to the stockholders and warrant holders of Glori Energy. We obtained effective control of Infinity Corp. subsequent to the Merger and thus the Merger was accounted as a reverse acquisition and recapitalization of the Company. Our shareholders retained a substantial majority of voting interest and positions on the Board of Directors, our management was retained and our operations continue to comprise the ongoing operations post-Merger. We received a total of $24.7 million in cash from the Merger and $13.7 million cash from the private placement in public equity, the "PIPE" investments for total proceeds of $38.4 million.

The $18 million note issued on March 14, 2014 is a three year senior secured term loan facility, issued by GEP. Glori Energy does not guarantee the debt of GEP, but it is secured by the Coke Field. The $4.0 million note principal and $400 thousand prepayment penalty plus accrued interest were paid in full on May 13, 2014. 

In addition to the debt, effective March 13, 2014, we issued to certain of 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 $5.0 million. The proceeds were allocated $2.8 million to the preferred shares and $2.3 million to the preferred warrants, based upon our most recent company valuation at the time of issuance. On April 14, 2014, these preferred shares and warrants were exchanged for 1,133,869 shares of common stock in the Merger. On April 14, 2014, Petro-Hunt converted their $2.0 million convertible note from us to common shares at $8.00 per share or 250,000 shares of common stock, pursuant to certain rights arising in connection with the PIPE Investment.

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

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At December 31, 2015, we had contractual obligations and commercial commitments as follows (in thousands):

	Payments Due By Period
			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating lease obligations(1)	$	348	$	295	$	53	$	—	$	—
Asset retirement obligation(2)	1,522		65		235		654		568
Long-term debt(3)	12,319		1,765		10,528		20		6
Total	$	14,189	$	2,125	$	10,816	$	674	$	574

(1) Our commitments for operating leases primarily relate to the leases of office and warehouse facilities in Houston, Texas and warehouse facilities in Gull Lake, Saskatchewan.

(2) Relates to our oil properties, net of accretion.

(3) Includes expected future interest payments.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Commodities Risk

Our major commodity price risk exposure is to the prices received for our oil production. Our results of operations and operating cash flows are affected by changes in market prices. Realized commodity prices received for our production are the spot prices applicable to oil in the region produced. Prices received for oil, condensate, and natural gas are volatile and unpredictable and are beyond our control. To mitigate a portion of the exposure to adverse market changes, we have entered into derivative instruments. For the year ended December 31, 2015, a 10% change in the prices received for oil, condensate, and natural gas production would have had an approximate $740 thousand impact on our revenues prior to commodity derivatives which mitigate our commodity pricing risk. See NOTE 9 in the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this report for additional information regarding our commodity derivative activities. Subsequent to December 31, 2015 oil prices decreased to $30 per barrel in February. For the year ended December 31, 2015, using a consistent price of $30 per barrel, would have had an approximate $2.6 million negative impact on our revenues prior to commodity derivatives, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for further discussion on commodity price volatility.

Interest Rate Risk

Our floating rate loan facilities expose us to interest rate risk. GEP's major credit facility is based on interest at floating rates that are subject to increase based upon certain increases in the prime rate or LIBOR. Therefore upward fluctuations in interest rates expose us to additional interest payments. As of December 31, 2015, our total long-term debt was $10.5 million. An increase of 100 basis points in both the prime and LIBOR interest rate would have exposed us to an additional $160,000 of interest during 2015. Subsequent to December 31, 2015, the interest rate increased to 13% on our long-term debt. For the year ended December 31, 2015, using the increased interest rate of 13%, would have resulted in an approximate $320 thousand additional interest expense incurred in 2015.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-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 our current expectations or forecasts of future events. Forward-looking statements include, but are not limited to, statements:

• containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items;

• of the plans and objectives of management for future operations, including plans or objectives relating to the products or services of Glori;

• of future economic performance, including any such statement contained in a discussion and analysis of financial condition by the management or in the results of operations included pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”);

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• of the assumptions underlying or relating to any statement described above; or

• containing a projection or estimate of such other items as may be specified by rule or regulation of the SEC.

Forward-looking statements may also include any report issued by an outside reviewer retained by Glori, to the extent that the report assesses a forward-looking statement made by Glori. Forward-looking statements may include statements about our expectations, strategy, beliefs, plans, objectives, intentions, assumptions, prospects, estimates, projections, the future of our industry, our future profitability, estimates and projections of future activity and trends in the oil and natural gas industry, 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.

These forward-looking statements are neither historical facts nor are they guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, most of which are difficult to predict and many of which are beyond our control, including the factors described under “Risk Factors”, that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things:

• our ability to obtain financing to continue operations and pay off or refinance our $10.5 million term note facility issued by GEP which matures in March 2017;

• the potential delisting of our common stock from NASDAQ;

• the sustained or an increased decline of oil and gas commodity prices;

• our ability to comply with debt covenants, service our debt, and make future required prepayments;

• the increase in oil production rate and ultimate quantity of oil recovered using our AERO System;

• the percentage of the world’s reservoirs that are suitable for our AERO System;

• our ability to prove our technology and develop and maintain positive relationships with our customers and prospective customers;

• competition and competitive factors in the markets in which we operate;

• demand for our AERO System and our expectations regarding future projects;

• adaptability of our AERO System and our development of additional capabilities that will expand the types of oil fields to which we can apply our technology;

• our plans and ability to acquire and develop additional currently producing mature oil fields and the AERO System’s impact on these fields;

• our plans to develop some abandoned and low producing mature oil fields;

• the expected cost of recovering oil using our AERO System in our projects;

• potential environmental or other liabilities associated with our acquired properties;

• any projections, including earnings, revenues, expenses or any other financial items;

• the impact of legislation and regulations on our operations;

• our ability to compete with other enhanced oil recovery methods;

• our ability to generate positive cash flows, including from the acquisition of oil producing properties, increases in oil prices, and improvement in our AERO System revenues;

• our cash needs and expectations regarding cash flow from operations;

• our ability to manage and grow our business and execution of our business strategy;

• our financial performance;

• our estimates of oil reserves; and

• the costs associated with being a public company.

We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent law requires.

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MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning Glori’s industry and the markets in which Glori operates, including its general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that it has made that are based on that information and other similar sources and on Glori’s knowledge of the markets for its services. That information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Glori believes that information from third-party sources used in this Annual Report on Form 10-K is generally reliable, it has not independently verified the accuracy or completeness of this information. In addition, projections, assumptions and estimates of Glori’s future performance and the future performance of the industry in which Glori operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by Glori.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial information required to be filed under this Item 8 are presented in Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act, as amended (the “Exchange Act”)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement presentation and preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

As of December 31, 2015, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2015, based on those criteria.

This Annual Report on Form 10-K does not include an audit report on the effectiveness of our internal controls over financial reporting as of December 31, 2015 by our registered public accounting firm as permitted due to our status as an emerging growth company under the Jumpstart Our Business Startups of 2012.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, internal control over financial reporting may not detect or prevent misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Name	Age	Position	Director Since
Mark Chess	37	Independent Director	2014(1)
Rocky Duckworth	65	Independent Director	2014
Eric C. Neuman	71	Independent Director	2015
Dr. Ganesh Kishore	62	Independent Director	2009*
Stuart Page	53	President and Chief Executive Officer and Director	2007*
Mark Puckett	64	Independent Director	2011*
Damon L. Rawie	47	Independent Director	2012*
Jonathan Schulhof	42	Independent Director	2005*
Kevin Guilbeau	58	Executive Chairman of the Board	2015

*	This date indicates the year in which this director began to serve on the board of directors of GETI (formerly known as Glori Energy Inc. and Glori Oil Limited). Each of these directors began to serve on the Company’s board upon the Merger.
(1)	Prior to the Merger, Mr. Chess served as a director of Infinity since its inception in 2011 and became a director of Glori Energy in connection with the Merger in April 2014.
(2)	As of March 7, 2016, Mr. Gibbs and Mr. Musselman are no longer directors.

Biographies of Directors

Mark Chess structured Infinity Cross Border Acquisition Corporation (Nasdaq: INXB) in 2012 and orchestrated the merger with GETI in April of 2014. Mr. Chess is a managing director of Infinity Equity. He was part of the founding team that established the FBR Infinity II Fund in 2001 and the world's first foreign currency fund in China in 2005 (Infinity-CSVC). Mr. Chess helped lead the strategy and development of the Infinity I-China fund in 2007. Mr. Chess manages Infinity's strategic relationships with institutions in the United States including the Infinity-NSF portfolio. Mr. Chess co-led investments and exits in Native Networks (Alcatel - NYSE: ALU), Identify Software (BMC Software) and Cosmocom (Enghouse Systems TSX: ESL). Since 2010, Mr. Chess has focused on investments in the sustainable agriculture and energy sector. He led Infinity's investments and board representation in Futuaragene (AIM: FGN -acquired by Suzano for $90m), Kaiima Bio-Agritech, and Glori Energy (Nasdaq: GLRI). Prior to Infinity, Mr. Chess was a director with Partners500, leading the company's international business development. Mr. Chess graduated with a degree in Business Honors from the University of Texas at Austin. Mr. Chess brings investment experience in technology companies to Glori’s board.

Rocky Duckworth has served as a member of Glori’s board of directors since August 2014. Rocky Duckworth retired from KPMG LLP in 2010 after more than 38 years including more than 29 years as a partner. He joined KPMG in 1972 after graduation with honors from Oklahoma State University. He was also commissioned a 2nd lieutenant in the U.S. Army Reserve upon graduation from OSU. Mr. Duckworth became a KPMG partner in 1981, partner in-charge of the audit practice in Oklahoma City in 1984, and he was the Managing Partner of the Oklahoma City office from 1987 to 2000 when he relocated to the Houston office to serve global energy clients and as the energy industry leader of the audit practice. Since 2013, Mr. Duckworth has served as a member of the Board of Directors of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP, a publicly-traded (NYSE:NTI), independent downstream energy company with refining, retail, and pipeline operations. He is a member of the audit committee of NTI and also chairs the conflicts committee. From October 2013 to May 2015, Mr. Duckworth served on the Board of Directors of Magnum Hunter Resources Corporation, a publicly-traded (NYSE:MHR) independent oil and gas company engaged in the exploration for and the exploitation, acquisition, development, and production of crude oil, natural gas, and NGL’s in the U.S. He chaired the audit committee of Magnum Hunter from 2014 until his resignation in 2015. Mr. Duckworth is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. He was also a member of the working committee that wrote and edited the 2010 edition of the AICPA Audit and Accounting Guide, Entities with Oil and Gas Producing Activities. He holds his CPA license in Texas and is also a member of the Texas State Board of Public Accountancy being appointed in 2011 by Texas Governor Rick Perry. He serves as a member of the Executive Committee, the Rules Committee, the Peer Review Committee, and chairs the Technical Standards Review Committee.The Board selected Mr. Duckworth to serve as a director because it believes he possesses valuable financial expertise and because of his experience as a director on several energy company boards.

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Eric C. Neuman joined the board of Glori Energy in November of 2015. Mr. Neuman replaced Thomas O. Hicks, who retired from the board effective November 11, 2015. Mr. Neuman has been a partner and managing director of Hicks Equity Partners LLP ("HEP) since he joined that firm in 2005. Previously, Mr. Neuman was a partner of Hicks, Muse, Tate & Furst ("HMTF"), which he joined as a vice president in 1993 and became a partner in 2000. At HMTF and now HEP, Mr. Neuman has or has had senior responsibility for analyzing, negotiating, financing, and exiting numerous investments in the energy and other industries. As an important part of his responsibilities with both firms, he provides or provided strategic and financial advice to the companies with which he was involved. Mr. Neuman currently serves on the board of Hemisphere Media (a publicly traded company listed on NASDAQ) and he also serves as chairman of the audit committee. He also serves on the boards of Drilling Tools International, Inc., Just Brakes, DirecPath, LLC, Crossings, LLC, and Intercable. Mr. Neuman received a Bachelor of Arts degree from the University of South Florida and a Masters of Business Administration, with distinction, from the Kellogg School of Management at Northwestern University. Mr. Neuman brings extensive knowledge of the energy industry as well as financial and investment experience to Glori’s board of directors.

Dr. Ganesh Kishore served as a member of GETI’s board of directors from October 2009 until the Merger and has served on Glori’s board of directors since the Merger in April 2014. Since April 2007, he has served as Chief Executive Officer of Malaysian Life Sciences Capital Fund Ltd., where he oversees fund management, investment portfolio management and governance of companies in which Malaysian Life Sciences Capital Fund Ltd. has made investments. Since January 2009, he has also served as President and Chief Executive Officer of K Life Sciences, LLC where he provides advisory services to life science businesses. Between April 2007 and December 2008, Dr. Kishore served as a Managing Director of Burrill & Company, where his responsibilities included fund management, fund raising and governance of companies in which Burrill & Company invested. Prior to joining Burrill &Company, Dr. Kishore served as Chief Biotechnology Officer at E. I. du Pont de Nemours and Company from March 2005 to April 2007, where he was responsible for overall biotechnology leadership for DuPont’s life science businesses. Dr. Kishore holds a Ph.D. in biochemistry from the Indian Institute of Science, an M.S. in biochemistry from the University of Mysore and a B.S. in physics and chemistry from the University of Mysore. Dr. Kishore serves on the board of directors of Gevo, Inc. and previously served on the board of Embrex, Inc. (January 2002 to January 2007). Dr. Kishore brings extensive knowledge of the biotechnology industry and experience in advising and managing early stage companies to Glori’s board of directors.

Stuart Page served as GETI’s Chief Executive Officer and a director from March 2007 until the Merger and has served as CEO and director of Glori Energy since the Merger in April 2014. In June 2011, he assumed the additional title of President. Prior to joining GETI, Mr. Page was Vice President of IHS Energy, Inc., an information delivery services company, from February 2005 to March 2007 where he was responsible for the company’s mergers and acquisitions activity. A native of the U.K., Mr. Page is a member of the Society of Petroleum Engineers (SPE) and the Institute of Electrical and Electronics Engineers (IEEE). In 2014, he was named Acquisition International’s Oil & Gas Sector CEO of the Year. He holds a bachelor’s and master’s degree in engineering science from Oxford University, England, and an M.B.A. from Harvard Business School. Mr. Page brings an intimate knowledge of Glori’s business and its industry to its board.

Mark Puckett served as a member of GETI’s board of directors from April 2011 until the Merger and has served on Glori’s board of directors since the Merger in April 2014. Mr. Puckett began his career at Chevron Corporation, a company engaging in petroleum, chemicals, mining, power generation, and energy operations worldwide, in 1973 and retired in May 2008. During his tenure at Chevron, Mr. Puckett held a variety of positions of increasing responsibility in Chevron’s upstream operations before ultimately retiring as the President of Chevron’s Energy Technology Company, where he was responsible for managing the company’s technology resources across all business segments. In addition, Mr. Puckett served on Chevron’s management committee from 1997 until his retirement and served on Chevron’s upstream and gas leadership team from 2001 until his retirement. Since his retirement, Mr. Puckett has been involved in private investments. He is a member of the Society of Petroleum Engineers and the Dean’s Advisory Council, College of Engineering at Texas A&M University. Mr. Puckett holds a bachelor’s degree in civil engineering from Texas A&M University. Mr. Puckett serves on the board of directors of Concho Resources Inc. Mr. Puckett brings extensive knowledge of the energy industry to Glori’s board of directors, including in the areas of primary, secondary and enhanced oil recovery.

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Damon L. Rawie served on GETI’s board of directors from January 2012 until the Merger and has served on Glori’s board of directors since the Merger in April 2014. Mr. Rawie is a managing director with Advantage Capital Partners (“ACP”), an investment firm that specializes in providing capital to companies based in areas underserved by traditional capital providers. Founded in 1992, ACP is a multi-stage investor that has raised over $1.9 billion in capital and makes investments in companies representing a wide variety of industries. Based in Austin and a member of the ACP team since 1999, Mr. Rawie is an active multi-stage investor for the firm. His investment experience covers a variety of industries including energy technology, business services, software and new media. Mr. Rawie serves as a member of the board of directors for a number of ACP’s portfolio companies and is also a board member of the Texas Coalition for Capital, a non-profit statewide organization that supports various economic development initiatives including job creation and access to capital for emerging businesses. Prior to joining ACP, Mr. Rawie worked in investment banking and operational consulting. Mr. Rawie was a Manager at China International Capital Corporation (“CICC”), a Morgan Stanley/China Construction Bank joint venture investment bank in Beijing. Before working with CICC, Mr. Rawie was a management consultant at PricewaterhouseCoopers and an investment banking analyst at J.P. Morgan Securities. Mr. Rawie holds an M.B.A. from the University of Chicago Graduate School of Business and a bachelor’s degree from Wesleyan University. Mr. Rawie brings extensive investment experience to Glori’s board of directors.

Jonathan Schulhof served as a member of GETI’s board of directors from its inception in November 2005 until the Merger and was Chairman of GETI’s board of directors through January 1, 2012. Mr. Schulhof has served on Glori’s board of directors since the Merger in April 2014. Mr. Schulhof is a founder and managing partner of GTI Capital Group, a New York and India based firm formed in 2010 that specializes in private equity investments, as well as advisory services in the aerospace, healthcare, energy and media sectors. Mr. Schulhof maintains oversight over day to day operations of GTI Capital Group and has led the purchase and sale of several U.S. and Indian companies and has supervised the launch of several startup businesses. Prior to joining GTI Capital Group in 2010, Mr. Schulhof had been a managing partner of GTI Companies since 2002. Prior to joining GTI Companies, Mr. Schulhof was a Director of Business Development at Tellme Networks, Inc., where he developed company strategy and business plans, and executed strategic sales. Prior to joining Tellme Networks, Inc., Mr. Schulhof was a corporate associate at Schulte Roth & Zabel LLP, a law firm specializing in mergers and acquisitions, bankruptcy, securities, structured finance, and investment management services. Mr. Schulhof holds a B.A. from Dartmouth College and a J.D. from Stanford Law School, and is a member of the New York State Bar. Mr. Schulhof brings a wealth of knowledge in advising and managing early stage companies to Glori’s board of directors.

Kevin Guilbeau joined the board of Glori Energy in October 2015. Mr. Guilbeau has over 34 years of oil and gas exploration and production experience. Most recently he was President and Chief Executive Officer of Gulf Coast Energy Resources, which he founded in 2010 and led it from a private equity start-up through growth via acquisitions and exploration until it merged with Talos Energy in March 2015. Prior to founding Gulf Coast Energy Resources, Mr. Guilbeau was Executive Vice President and Chief Operating Officer for LLOG Exploration Company from 2006 until 2009, with responsibility for leading offshore E&P operations in the Gulf of Mexico and onshore operations along the Gulf Coast. Earlier in his career, he was Senior Vice President and General Manager of the Gulf of Mexico/Gulf Coast Business Unit for Dominion Exploration and Production, which during his 10-year tenure, he grew into a $4.7 billion business that was sold to ENI in 2007. Mr. Guilbeau began his career as a geologist at Shell Oil Company in 1981, where he held a variety of technical and leadership positions. Mr. Guilbeau holds a B.S. degree in Earth Sciences from the University of New Orleans and an M.S. degree in Geology from the University of New Mexico. Mr. Guilbeau brings extensive knowledge of, and company leadership in, the exploration and production business to Glori’s board of directors.

Executive Officers

The following table sets forth information regarding our executive officers as of March 1, 2016, except Mr. Page, whose biography is listed above.

Name	Age	Position
Stuart Page	53	President and Chief Executive Officer
Victor M. Perez	63	Chief Financial Officer
Dr. Michael Pavia	60	Chief Technology Officer
Thomas Holland	65	Senior Vice President, Acquisitions & Production
Kenneth Nimitz	47	Senior Vice President, Operations

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Victor M. Perez hasserved as GETI’s Chief Financial Officer from August 2011 until the Merger and has served as Glori’s Chief Financial Officer since the Merger in April 2014. Prior to joining Glori, Mr. Perez was Chief Financial Officer of Allis-Chalmers Energy Inc., an oilfield services company, from August 2004 to July 2011. From July 2003 to July 2004, Mr. Perez was a private consultant engaged in corporate and international finance advisory. From February 1995 to June 2003, Mr. Perez was Vice President and Chief Financial Officer of Trico Marine Services, Inc., a marine transportation company serving the offshore energy industry. Mr. Perez was Vice President of Corporate Finance with Offshore Pipelines, Inc., an oilfield marine construction company, from October 1990 to January 1995. Mr. Perez also has 15 years of international and energy banking experience. Mr. Perez has an M.B.A. from University of Texas at Arlington and a bachelor’s degree in economics from Virginia Tech.

Dr. Michael Pavia has served as GETI’s Chief Technology Officer from May 2013 until the Merger and has served as Glori’s Chief Technology Officer since the Merger in April 2014. Prior to joining Glori, Dr. Pavia was Entrepreneur-in-Residence with the venture capital firm Oxford Bioscience Partners from 2002 to 2010. Before joining Oxford, Dr. Pavia was Chief Technology Officer at Millennium Pharmaceuticals, where his major focus was to improve the productivity of the drug discovery and development process through the appropriate use of new technologies. Dr. Pavia has over 20 years of experience in pharmaceutical research and discovery. He was formerly Vice President-Cambridge Research at Sphinx Pharmaceuticals, a division of Eli Lilly & Co., focusing on the development of combinatorial chemistry technologies. Prior to Sphinx, Dr. Pavia held senior scientific positions in the Department of Chemistry at the Parke-Davis Pharmaceutical Research Division of Warner-Lambert with a focus on drugs of the central nervous system. He serves on the board of Azevan Pharmaceuticals Inc. Dr. Pavia holds a bachelor’s degree in chemistry from Lehigh University and a doctorate in organic chemistry from the University of Pennsylvania.

Thomas Holland has served as GETI’s Senior Vice President of Acquisitions and Production from December 2013 until the Merger and served in those same roles for Glori after the Merger in April 2014. Prior to joining Glori, Mr. Holland was involved in two E&P startup companies following a 25-year career with ARCO (1975 to 2000). At ARCO, Mr. Holland held a number of responsible positions in the company’s land organization including U.S. Land Operations Manager. In 1990 he was named Vice President, Commercial for ARCO Permian, responsible for Land, Acquisitions & Divestitures, Crude Oil Marketing and Regulatory & Compliance for the Western U.S. He oversaw the divestiture of over $600 million of low-performing assets, and led or played a key role in the IPO of Vastar, early stage work on the successful acquisition of Union Texas Petroleum, and several company-level acquisition evaluations. He also led the acquisition of the company’s significant position in the Sprayberry/Wolfcamp play in the Permian Basin. After BP’s acquisition of ARCO in 2000, Mr. Holland, along with other members of the ARCO Permian management team, formed Westwin Energy, LLC, raising private equity capital to acquire and exploit oil in the Permian Basin. The team built the company to about 2,000 barrels of oil production per day before the company was sold in 2004. In 2005, he formed Petrus Exploration to focus on using 3D seismic to generate and sell prospects along the Gulf Coast of Texas and Louisiana. The company’s production was sold to an independent oil company in 2011. Mr. Holland holds a BBA (Petroleum Land Management) from the University of Oklahoma and completed the Seminar for Senior Executives in the Oil & Gas Industry from Southern Methodist University.

Kenneth E. Nimitz has served as GETI’s Senior Vice President of Operations from January 2012 until the Merger and served in this same role for Glori after the Merger in April 2014. Prior to joining Glori, Mr. Nimitz served as a Regional Vice President Americas at Neptune Marine Services Limited, a provider of engineered solutions to the oil and gas, marine and renewable energy industries that is traded on the Australian Securities Exchange, from May 2009 to January 2012. Prior to that, Mr. Nimitz spent 18 years with Schlumberger Limited, a supplier of technology, integrated project management and information solutions to the oil and gas industry, where he held various operational, engineering and management positions, including his most recent Schlumberger position as GeoMarket Operations Manager. Mr. Nimitz holds a bachelor’s of science degree in mechanical engineering from the Massachusetts Institute of Technology and a M.B.A. from Duke University’s Fuqua School of Business.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors and beneficial owners of more than 10% of our common shares to file reports of ownership and changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. To our knowledge, based on our review of the copies of such reports and written representations that no other reports were required, we believe that all such filing requirements were complied with during the fiscal year ended December 31, 2015.

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Governance Practices

Code of Ethics On the our website (glorienergy.com) in the corporate governance section of our investor relations page we maintain our code of ethics and business conduct, a policy governing related person transactions, insider trading policy and corporate governance guidelines.

Audit Committee The Board has designated a standing Audit Committee. The Audit Committee currently consists of Rocky Duckworth (Chairman), Eric Neuman, Mark Puckett, and Johnathan Schulhof, each of whom the Board has determined to be independent under the rules of the NASDAQ and Section 10A (“Audit Requirements”) of the Exchange Act. The Board has determined that each member of the Audit Committee is financially literate and Mr. Duckworth is an “audit committee financial expert,” within the meaning proscribed by the rules and regulations promulgated by the SEC. Mr. Duckworth is a retired partner with KPMG LLP, whose career at the firm spanned almost 40 years. In accordance with its charter, the Audit Committee examines and reviews, on behalf of the Board, internal financial controls, financial and accounting policies and practices, the form and content of financial reports and statements and the work of the external auditors. The Audit Committee is responsible for hiring, overseeing and terminating the independent registered public accounting firm and determining the compensation of such accountants. The audit committee has reviewed the financial statements with management and recommended to the board of directors that the audited financial statements be included in the Company's annual report on Form 10-K for the 2015 fiscal year. The Chief Financial Officer attends the meetings of the Audit Committee by invitation. The Audit Committee’s responsibilities are more fully described in its charter. Our management is responsible for preparing our financial statements, and the independent auditors are responsible for auditing those financial statements. The Audit Committee does not provide any expert or special assurance as to our financial statements or any professional certification as to the independent auditors’ work. A copy of the charter for the Audit Committee is available free of charge on our website at glorienergy.com in the corporate governance section of our investor relations page.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to the principal executive officer and the two other most highly compensated executive officers of the Company during the year ended December 31, 2015. These three officers are referred to as our “named executive officers.” As an emerging growth company (as such term is defined in the Jumpstart Our Business Startups Act) and a "smaller reporting company" we have opted to comply with the executive compensation disclosure rules in Item 402 of Regulation S-K applicable to “smaller reporting companies” (as such term is defined in Item 10(f) of Regulation S-K), which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer.

The compensation reported in the Summary Compensation Table below is not necessarily indicative of how we will compensate our named executive officers in the future. We will continue to review, evaluate and modify our compensation framework to maintain a competitive total compensation package. As such, and as a result of our becoming a publicly-traded company, the compensation program could vary from our historical practices.

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Summary Compensation Table

As of December 31, 2015, the following table sets forth information regarding compensation earned during the last two fiscal years by the Named Executive Officers.

Name and Principal Position	Year	Salary ($)		Restricted Stock Awards (1)		Bonus		All Other Compensation (2)		Total
Stuart Page	2015	$	360,000	$	800,000	$	—	$	11,757	$	1,171,757
Chief Executive Officer	2014	$	374,259	$	—	$	120,000	$	10,486	$	504,745
Victor M. Perez	2015	$	260,000	$	260,000	—		$	15,882	$	535,882
Chief Financial Officer	2014	$	254,063	$	—	$	75,000	$	15,280	$	344,343
Michael Pavia	2015	$	246,167	$	250,000	—		$	20,014	$	516,181
Chief Technology Officer	2014	$	204,084	—		$	65,000	$	17,073	$	284,021

(1) Amounts in this column represent the aggregate grant date fair value of the restricted stock awards on January 28, 2015 and were compensation for 2014 service; and option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, or FASB ASC Topic 718.  No stock awards were received by any named executive officer in 2014.  For additional information about the assumptions used in these calculations, see Note 15. Stock-Based Compensation to Glori Energy’s audited consolidated financial statements included in Glori Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

(2) Represents medical, dental, life and disability insurance benefits, and 401k matching amounts.

Employment Agreements

During 2015, the Company was party to employment agreements with its named executive officers, Stuart Page, Victor M. Perez and Dr. Michael Pavia, each of which provide for various indemnity obligations by the Company. The Employment Agreements for Mr. Page and Mr. Perez are incorporated by reference on the Company's Form 8-K filed with the Securities and Exchange Commission as Exhibits 10.2 and 10.3 respectively, to the Company’s Current Report on Form 8-K/A dated May 2, 2014. Dr. Pavia's employment agreement is filed as an exhibit on this form 10-K.

Under their respective employment agreements, Messrs. Page, Perez and Dr. Pavia have an initial base salary set at $400,000, $260,000 and $250,000, respectively. The base salaries increased to $275,000 and $260,000 for Mr. Perez and Dr. Pavia, respectively. Effective July 1, 2015, these salaries were voluntarily and temporarily reduced to $320,000, $247,500 and $234,000, respectively. Each employment agreement also provides for periodic equity grants under the terms of our long-term incentive plan.

Under the employment agreements, Messrs. Page and Perez and Dr. Pavia may each participate in our annual bonus program, and their target bonus potential for an annual bonus period may not be less than 50%, 45% and 40% of their annual base salary, respectively. Mr. Page is eligible for equity grants ranging from zero to 200% of his annual base salary and Mr. Perez and Dr. Pavia are eligible for equity grants ranging from zero to 100% of their annual base salaries.

If we terminate Mr. Page’s employment without “cause” or he terminates his employment with us for “good reason”, he is entitled to payment of a cash severance amount equal to one year of his annual base salary, which is $400,000, paid ratably on regular payroll dates during the twelve months immediately following the termination, and an amount equal to the executive’s bonuses and other incentive compensation for past periods that have not yet been paid and are contingent on continued employment.

If we terminate the employment of Mr. Perez without “cause” or Mr. Perez terminates his employment with us for “good reason”, that executive is entitled to payment of a cash severance amount equal to six months of his annual base salary, which is $137,500, paid ratably on regular payroll dates during the six months immediately following the termination, and an amount equal to the executive’s bonuses and other incentive compensation for past periods that have not yet been paid and are contingent on continued employment.

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If we terminate the employment of Dr. Pavia without “cause” or Dr. Pavia terminates his employment with us for “good reason”, that executive is entitled to payment of a cash severance amount equal to six months of his annual base salary, which is $130,000, paid ratably on regular payroll dates during the six months immediately following the termination, and an amount equal to the executive’s bonuses and other incentive compensation for past periods that have not yet been paid and are contingent on continued employment.

The termination provisions described below are identical in each of Messrs. Page and Perez’s and Dr. Pavia's employment agreements:

Under each agreement, if we terminate that executive’s employment without “cause” or the executive terminates his employment with us for “good reason”, he is entitled to (i) continued base salary payments as discussed above, and (ii) reimbursement for continued medical benefits for twelve months. If we terminate the executive’s employment for “cause” or if the executive terminates his employment with us without “good reason”, he will not be entitled to receive any payment from us other than the portion of his base salary that is earned but unpaid.

For this purpose, “cause” is defined as: (A) the executive’s plea of guilty or nolo contendere to, or conviction of a felony or a misdemeanor involving moral turpitude; (B) any act of fraud or dishonesty with respect to any aspect of the business of the Company, its subsidiaries or a parent company (collectively, the “Company Group”), including, but not limited to, falsification of any Company Group records; (C) any intentional and continued failure to perform his duties that is materially injurious to the Company Group, unless due to illness or disability or his good faith efforts to comply with applicable law; (D) intentional engagement in misconduct that is materially injurious to the Company Group (monetarily or otherwise); (E) breach of confidentiality, non-compete, or non-solicitation provisions described in his employment agreement; (F) commencement of employment with an unrelated employer without our consent; (G) material violation of any applicable written harassment and/or non-discrimination policies; (H) material violation of any applicable written Company Group policies of which the executive has been apprised that is materially injurious to the Company Group (monetarily or otherwise); (I) gross negligence in the performance of his duties that is materially injurious to the Company Group (monetarily or otherwise). Except in the case of a plea of guilty or nolo contendere to, or conviction of a felony or a misdemeanor involving moral turpitude, the executive shall not be deemed to have been terminated for cause unless the determination of whether cause exists is made by a resolution finding that, in the good faith opinion of our board of directors, the executive is guilty of conduct constituting cause and specifying the particulars thereof in detail. The resolution must be duly adopted by the affirmative vote of not less than two-thirds of the entire membership of our board of directors, excluding the executive, at a meeting of our board of directors called for the purpose of considering such termination. The executive must be given reasonable notice and an opportunity, together with his counsel, to be heard before our board of directors and, if reasonably possible, to cure the breach that is the alleged basis for cause.

For this purpose, “good reason” is defined as: (A) a material adverse reduction or diminution in the executive’s position, authority, duties or responsibilities, but not a change in reporting relationships; (B) a material reduction in his base salary; (C) any intentional material diminution of his annual bonus opportunities, periodic long-term incentive awards or benefits that he is eligible to earn (regardless of amounts actually earned or paid); (D) the relocation of our principal executive offices by more than 50 miles from where such offices are located as of April 14, 2014, or the executive being based at any office other than our principal executive offices, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to April 14, 2014; (E) our material breach of his employment agreement; or (F) the failure of any successor of ours to assume the executive’s employment agreement. The executive shall provide written notice of any such reduction, failure, change or breach upon which he intends to rely as the basis for a “good reason” resignation within 45 days of the occurrence of such reduction, failure, change or breach. We shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of the executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a “good reason” resignation.

If Messrs. Page or Perez’s or Dr. Pavia's employment is terminated for any reason, the terminated executive is subject to: ongoing confidentiality and non-disclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years from his termination date and non-solicitation of customers for a period of one year from his termination date; and restrictive covenants of non-competition for a period of one year from his termination date.

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Potential Payments upon Termination or Change in Control

Our employment agreements with our named executive officers provide for certain payments to be made in connection with their termination of employment in certain circumstances. Upon a change in control, as defined in the employment agreement (subject to any restrictions in certain agreements noted in the employment agreements), 50% of executive’s then-unvested restricted shares of stock of Glori Energy will accelerate and vest in full and 50% of the executive’s then-unvested options for purchase of shares of stock of Glori Energy will accelerate, vest in full and become fully exercisable. The remainder of the executive’s (i) restricted shares of stock of Glori Energy, (ii) options for purchase of shares of stock of Glori Energy, and (iii) all replacement grants (which are incentive grants in an acquiring company with similar value and terms to the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of Glori Energy), if applicable, will accelerate and immediately vest in full:

• If the employment agreement of the executive is not assumed by the acquiring company, and executive’s employment is not continued by the acquiring company, and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of Glori Energy are not replaced with incentive grants with similar value and terms in the acquiring company (“Replacement Grants”), or

• If Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control.

Director Compensation

Glori Energy compensates its directors who are both independent and are not affiliated with an entity that is a principal stockholder or who serve as committee chairs. Accordingly, in 2015 Glori Energy compensated only Messrs. Guilbeau, Clarke, Puckett, Kishore, Musselman, Gibbs, Neuman,and Duckworth. Each of these directors other than Mr. Guilbeau received the equivalent of $75,000 in the form of restricted stock awards with a vesting period of one year, which amounts were prorated based on the time the individual director joined the Company’s board of directors or served as a committee chair. In 2015, each Director who served in this capacity in 2014 also received an additional restricted stock award. For 2016, these directors will also receive quarterly fees for their service in the following amounts: Mr. Puckett will receive $11,250 per quarter, Mr. Kishore will receive $12,938 per quarter, Mr. Musselman will receive $11,250 per quarter pro rata through the date of his resignation, Mr. Duckworth will receive $14,625 per quarter, and Mr. Neuman will receive $11,250 per quarter. All directors are entitled to reimbursement for reasonable travel and other business expenses incurred in connection with attending meetings of the board of directors or committees of the board of directors. Mr. Guilbeau's Compensation as a director is discussed in footnote (1) below.

The following table sets forth the total cash and equity compensation paid to Glori Energy’s non-employee directors for their service on the Glori Energy board of directors and committees of the Glori Energy board of directors during fiscal 2015:

Director Compensation for the Year Ended December 31, 2015

Name	Fees earned or paid in cash		Stock awards		Option Awards	Total
Kevin Guilbeau (1)	$	57,639	—		103,744	$	161,383
John U. Clarke (2)	32,500		150,000	*	—	182,500
*Rocky Duckworth	61,750		125,000	*	—	186,750
Ganesh Kishore	54,622		150,000	*	—	204,622
*James Musselman (3)	47,500		112,500	*	—	160,000
Mark Puckett	57,416		150,000	*	—	207,416
Matthew Gibbs (3)	19,663		75,000		—	94,663
Eric Neuman	6,236		—		—	6,236

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*	Includes the equivalent of $75,000 in the form of restricted stock for service during 2015 and the dollar amount of restricted stock granted in 2015, but that was meant to compensate the directors for their 2014 service.
(1)	Mr. Guilbeau did not serve as a director prior to his appointment on Glori Energy's board on October 8, 2015. Mr. Guilbeau's compensation presented here is for his service as a consultant and Executive Chairman of the Board of Directors of the Company. His annual compensation is $250,000, of which the pro rata amount paid in 2015 is presented. Mr. Guilbeau also received equity compensation during 2015 of 600,000 common share options, of which 100,000 are performance and market based and determined to have no value as of December 31, 2015.
(2)	As of June 29, 2015, Mr. Clarke is no longer a director.
(3)	As of March 7, 2016, Mr. Gibbs and Mr. Musselman are no longer directors.

EQUITY COMPENSATION PLAN INFORMATION

Glori Energy Inc. 2014 Long Term Incentive Plan

On December 5, 2014, our stockholders approved of the adoption of the Glori Energy Inc. 2014 Long Term Incentive Plan authorizing the issuance under the 2014 LTIP of up to 2,000,000 shares of our common stock. The board approved 2014 Long Term Incentive Plan (the "2014 LTIP") on August 13, 2014. The 2014 LTIP enhances the ability of Glori Energy and its subsidiaries to attract and retain officers, employees, directors and consultants of outstanding ability and to provide selected participants with an interest in Glori Energy parallel to that of our stockholders.

The 2014 LTIP is a broad-based incentive plan that provides for the granting of awards to our employees, our non-employee directors, and consultants in the future. The 2014 LTIP contains key features, including:

• 2,000,000 shares of our common stock reserved for issuance under the 2014 LTIP;

• for any type of award granted under the 2014 LTIP, shares will be counted against the plan share limit as one share for every one share issued under the award; and

• provisions relating to recoupment of compensation awarded to executives in the event we are required to prepare certain accounting restatements and pursuant to any of our policies established (now or in the future) in compliance with SEC rules regarding Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The 2014 LTIP is intended to enable us to provide a means to continue to attract able directors, employees, and consultants and to encourage successful administration and management by those individuals whose present and potential contributions are of importance through our common stock ownership, thereby strengthening their concern for our welfare. A further purpose of the 2014 LTIP is to provide such individuals with additional incentive and reward opportunities designed to enhance our profitable growth and thereby maximize stockholder value. Accordingly, the 2014 LTIP provides for the following types of grants (collectively referred to as “Awards”):

• discretionary grants to our (or our affiliates, as defined in the 2014 LTIP) employees, consultants and directors of (a) stock options that do not constitute Incentive Stock Options (“Nonqualified Stock Options”), (b) stock appreciation rights (“Stock Appreciation Rights” or “SARs”), (c) shares of our common stock that are subject to restrictions on disposition and forfeiture to us under certain circumstances (“Restricted Stock Awards”), (d) restricted stock unit awards payable in cash or in shares of our common stock (“RSU Awards”), (e) shares of our common stock that may be earned based on the achievement of specified performance goals (“Performance Share Awards”), or (f) performance unit awards payable in cash or in shares of our common stock, or a combination thereof, that may be earned based upon the achievement of specified performance goals (“Performance Unit Awards”); and

• discretionary grants to our employees or the employees of our subsidiaries of stock options that constitute incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (“Code”) (“Incentive Stock Options”).

As of December 31, 2015, there were a total of 2,000,000 shares authorized under the 2014 LTIP, of which 1,935,139 were outstanding including 963,933 unvested stock options, and 971,206 unvested shares of restricted stock.

2006 Stock Option and Grant Plan

The Glori Oil Limited Amended and Restated 2006 Stock Option and Grant Plan (“2006 Plan”) was adopted, and subsequently amended, in connection with the closing of the merger with Infinity. We amended the 2006 Plan such that there will be no new

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awards made thereunder. No awards have been issued under the 2006 Plan other than options to purchase our common stock and restricted stock.

Outstanding Equity Awards at 2015 Fiscal Year-End

The following table shows the number of shares of our common stock covered by stock options and restricted stock units held by our named executive officers as of December 31, 2015.

	As of December 31, 2015
	Option Awards*					Restricted Share Awards
Name	Grant Date		Number of Securities Underlying Options Exercisable*	Option Exercise Price	Option Expiration Date	Number of Shares That Have Not Vested	Market Value of Shares That Have Not Vested
Mr. Page	3/27/2007	(1)	99,944	$1.18	03/27/17	—	—
	10/15/2009	(2)	352,661	$0.226	10/15/19	—	—
	10/15/2010	(2)	229,273	$0.226	10/15/20	—	—
	12/26/2011	(3)	17,991	$1.16	12/26/21	—	—
	6/4/2013	(3)	113,256	$1.16	06/04/23	—	—
	12/16/2013	(3)	59,935	$1.16	12/16/23	—	—
	1/28/2015	(6)	—	$0	0	258,065	800,000
Mr. Perez	12/26/2011	(4)	137,931	$1.16	12/26/21	—	—
	12/26/2011	(3)	2,475	$1.16	12/26/21	—	—
	6/4/2013	(3)	48,261	$1.16	06/04/23	—	—
	12/16/2013	(3)	31,801	$1.16	12/16/23	—	—
	1/28/2015	(6)	—	—	—	83,871	260,000
Mr. Pavia	10/15/2009	(5)	62,167	$0.226	10/15/19	—	—
	9/1/2010	(5)	7,831	$0.226	09/01/20	—	—
	1/3/2012	(3)	4,647	$1.16	01/03/22	—	—
	6/4/2013	(3)	24,827	$1.16	06/04/23	—	—
	6/4/2013	(3)	8,714	$1.16	06/04/23	—	—
	6/4/2013	(3)	31,514	$1.16	06/04/23	—	—
	12/16/13	(3)	58,286	$1.16	12/16/23	—	—
	1/28/2015	(6)	—	—	—	80,645	250,000

*As a result of the Merger, consummated on April 14, 2014, the issued and outstanding stock options were assumed by us and substituted as stock options to purchase our common stock, at a conversion ratio of 2.9 pre merged entity stock options to 1 post merged entity stock option. The exercise price of these stock options also increased by the same factor of 2.9. The numbers and dollar figures shown in this table are as of December 31, 2015 but show converted amounts. As of December 31, 2015, all options were exercisable.

(1) The options vested 2,776 on the last day of each of the first 35 calendar months, and 2,784 on the last day of the 36th calendar month.

(2) These options vested over a three year period with 1/36th of the shares having vested on the last day of each of the 36 calendar months after the grant date.

(3) The options vested immediately upon grant.

(4) The options vested 25% on August 22, 2012, and the remainder vested ratably at month end for 36 months.

(5) 25% of the options vested one year from the grant date and the remainder vested ratably at month end for 36 months.

(6) These restricted shares vest 25% on the anniversary of the grant date and 25% each December 31 thereafter. The market value is based upon the value of the common shares at date of grant.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The table below sets forth securities issued and available under the Company's Equity compensation plans as of December 31, 2015.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1)
	(a)	(b)	(c)
Equity compensation plans approved by security holders (2)	3,679,227	1.01	64,861
Equity compensation plans not approved by security holders	—	—	—
Total	3,679,227	1.01	64,861

(1) All shares remaining available for issuance are under the 2014 LTIP.

(2) Of the total securities issued under the plan, 844,592 of the number of securities to be issued upon exercise relate to unvested restricted share awards and the remaining 2,834,635 are unexercised options.

The following table and footnotes set forth information with respect to the beneficial ownership of our common stock along with the percentage of outstanding common stock that such ownership represents as of March 1, 2016 by:

• each stockholder, or group of affiliated stockholders, who we know beneficially owns more than 5% of the outstanding shares of our common stock;

• each of our named executive officers;

• each of our directors as of March 1, 2016; and

• all of our directors and executive officers as a group as of March 1, 2016.

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power; either held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person’s spouse, which are indicated by footnote. None of these shares are pledged as security for any debt or other obligation, other than those set forth in footnote 17 to the table. Each stockholder’s percentage ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is based on 31,861,357 shares of common stock outstanding as of March 1, 2016. Shares of common stock granted pursuant to restricted stock awards that may be voted and shares of common stock subject to options currently exercisable or exercisable within 60 days of March 1, 2016 are deemed to be outstanding for calculating the number and percentage of outstanding shares of the person holding such options, but are not deemed to be outstanding for calculating the percentage ownership of any other person. The following table sets forth information about stockholders whom we know to be the beneficial owners of more than 5% of our issued and outstanding common stock. This information is based solely on our review of the Schedules 13D and 13G currently on file with the SEC, where available, and on correspondence with the Company’s transfer agent where Schedules 13G and 13D were unavailable.

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Name of Beneficial Owner:^	Amount and Nature of Beneficial Ownership (1)			Percent of Class Outstanding (1)
5% Stockholders:
Rawoz Technology Company Ltd.	4,186,475	(2	)	13.1	%
Oxford Bioscience Partners V L.P.	4,140,548	(3	)	13.0	%
Malaysian Life Sciences Capital Fund Ltd.	3,104,522	(4	)	9.7	%
GTI Glori Oil Fund I L.P.	2,737,355	(5	)	8.6	%
Steven T. Stull	2,381,568	(6	)	7.5	%
Entities associated with Advantage Capital Partners	2,381,568	(7	)	7.5	%
Infinity-CSCV Partners, Ltd.	1,988,767	(8	)	6.2	%
Named Executive Officers and Directors:
Stuart M. Page	1,229,584	(9	)	3.6	%
Mark Chess	71,875	(10	)	*
Mark Puckett	104,148	(11	)	*
Victor M. Perez	306,139	(12	)	*
Dr. Michael Pavia	278,731	(13	)	*
Kenneth E. Nimitz	223,827	(14	)	*
Thomas Holland	176,020	(15	)	*
Matthew Gibbs	4,202,531	(3	)	13.1	%
Dr. Ganesh Kishore	3,166,981	(4	)	9.9	%
Jonathan Schulhof	2,737,455	(5	)	8.6	%
Damon L. Rawie	2,381,568	(7	)	7.4	%
Rocky L. Duckworth	54,394	(16	)	*
James C. Musselman	50,362	(16	)	*
Eric Neuman	138,125	(17	)	*
Kevin Guilbeau	11,857			*
All current directors and executive officers as a group (15 persons)	15,133,597			43.4	%

*	Represents less than 1% of the shares of common stock outstanding.
^	Unless otherwise noted below, the address of each person listed on the table is c/o Glori Energy, Inc., 10350 Richmond Avenue, Suite 850, Houston, TX 77042.
(1)	Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of Glori Energy. The percentage beneficially owned was calculated based on 32,655,949 shares of Common Stock outstanding as of March 1, 2016, which includes 649,705 unvested restricted shares.
(2)	The business address of this stockholder is c/o Waleed Omer Abdul-Monem Al-Zawawi, Ocean Center, Montagu Foreshhore, East Bay Street, P.O. Box SS- 19084, Nassau, New Providence, The Bahamas. RAWOZ Technology Company Ltd. directly owns 4,186,475 shares of common stock. Mr. Zawawi is the sole director of RAWOZ with authority to vote and dispose of the shares of the Issuer, and thus may be deemed to have shared voting and investment power over the shares of the Issuer held directly by RAWOZ. The information regarding beneficial ownership is included in reliance on a Schedule 13G filed with the SEC on February 20, 2015.

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(3)	The business address of this stockholder as reported on the Schedule 13G filed May 1, 2014 is Oxford Bioscience Partners, 535 Boylston Street, Suite 402, Boston, MA, 02116; however, the Company believes its current address is 86 Pinckney Street, Boston, MA 02114.  According to the report of the transfer agent as of March 1, 2016 and Mr. Gibbs' directors and officers questionnaire, 4,140,548 shares are beneficially owned by Oxford Bioscience Partners V L.P. (“Oxford”), mRNA Fund V L.P. (“mRNA”), OBP Management V L.P., Jonathan Fleming and Matthew Gibbs. Jonathan Fleming and Matthew Gibbs are general partners of OBP Management V L.P.  Oxford is the record owner of and holds sole voting and dispositive power over 4,049,256 of the referenced shares as of March 1, 2016. mRNA is the record owner of and holds sole voting and dispositive power over 91,292 of the referenced shares as of March 1, 2016.  As the sole general partner of Oxford and mRNA, OBP Management V L.P. may be deemed to own beneficially the 4,140,548 shares owned by Oxford and mRNA. Mr. Gibbs' beneficial ownership includes 61,983 shares of unvested restricted stock awarded on August 11, 2015.
(4)	The business address of this stockholder is 36-01, Level 36, Menara Dion, 27, Jalan Sultan Ismail, 50250 Kuala Lumpur, West Malaysia.  Malaysian Life Sciences Capital Fund Ltd. owns the shares.  Malaysian Life Sciences Capital Fund Management Company Ltd. is the Manager of Malaysian Life Sciences Capital Fund Ltd.  The following individuals comprise an Investment Committee of Malaysian Life Sciences Capital Fund Ltd.: Dr. Roger Wyse, Dr. Ganesh Kishore, En Amirul Fares Zahir, Rashidan Shah Abdul Rahim, Mr Aditya Puri and Ms Lim Su-san (alternate to Mr Aditya Puri). The members of the Investment Committee exercise shared voting and dispositive control over the shares held by Malaysian Life Sciences Capital Fund Ltd.  Dr. Kishore is also the Chief Executive Officer of Malaysian Life Sciences Capital Fund Ltd.  Dr. Kishore has also received 24,194 shares of restricted stock awarded on January 28, 2015 and 38,625 restricted shares award on April 14, 2015.
(5)	The business address of this stockholder is 150 East 58th Street, 24th Floor, New York, N.Y. 10155.  GTI Glori Oil Fund I L.P. owns 2,373,381 of the referenced shares.  GTI Ventures LLC, which owns 363,874 of the referenced shares, is the general partner of GTI Co-Investment L.P., which is the general partner of GTI Glori Oil Fund I L.P.  GTI Holdings LLC is owned by Jonathan Schulhof, who both exercise voting and investment control over the referenced shares, and GTI Holdings LLC is the managing member of GTI Ventures LLC.  Mr. Jonathan Schulhof owns 100 shares of common stock.
(6)	The address of this stockholder is 909 Poydras St., Ste. 2230, New Orleans, LA 70130. The information regarding beneficial ownership is included in reliance on a Schedule 13G filed with the SEC on April 21, 2014. Steven T. Stull beneficially owns 2,381,568 shares of common stock. All 2,381,568 shares are owned directly by one limited liability company and two limited partnerships, each of which acts through its general partner. Steven T. Stull is the majority owner of each such general partner and controls a majority of the voting interest in the sole member of the limited liability company. None of these entities individually own more than 5% of the class of securities reported on this Schedule 13G. Mr. Stull’s relationship to the entities associated with Advantage Capital Partners is explained in footnote 7 below. The table above states that Mr. Stull is the beneficial owner of 2,381,568 shares based on information from our transfer agent's records and records of Advantage Capital Partners.
(7)	The business address of the entities listed below is 5000 Plaza on the Lake, Suite 195, Austin, Texas 78476. Pursuant to the Merger, 1,238,074 shares were distributed to Texas ACP Venture Partners I, LLC, of which Advantage Capital Texas Ventures GP I, LLC is the managing member (“Advantage Texas Ventures”). 353,404 were distributed to Texas ACP I, LP, of which ADVTG GP I, LLC is general partner. 790,090 shares were distributed to Texas ACP II, LP, of which ADVTG GP II, LLC is general partner. Mr. Steven T. Stull and Mr. Damon L. Rawie own a majority of the voting equity interests in Advantage Texas Ventures and each general partner listed above, have voting and dispositive authority over the shares held indirectly by these entities, and therefore beneficially own such shares.
(8)	The business address of this shareholder is 3 Azrieli Center (Triangle Tower), 42nd Floor, Tel Aviv, Israel, 67023. Infinity-CSVC Partners, Ltd. is the general partner of Infinity I-China Fund (Cayman) L.P., which holds 919,173 shares of common stock, Infinity I-China Fund (Israel), L.P., which holds 474,051 shares of our common stock, Infinity I-China Fund (Israel 2), L.P., which holds 407,304 shares of our common stock, and Infinity I-China Fund (Israel 3), L.P., which holds 188,239 shares of our common stock. None of these funds individually holds 5% of our common stock. The Board of Managers of Infinity-CSVC Partners, Ltd. makes investment decisions on behalf of the limited partners of the Infinity Funds. No limited partner holds an interest in the Infinity Funds that could be deemed a 5% owner of the Company. Additionally, Infinity-CSVC Partners,Ltd. holds voting and dispositive power over the ordinary shares owned by the Infinity Funds. The board of managers is comprised of five individuals, including Amir Gal-Or, Avishai Silvershatz, Avi Fischer, Lin Xianghong and Fei Jianjiang. As a result, we have determined no single member of this board holds voting and dispositive power over our shares.

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(9)	Includes 100 shares held by Mr. Page’s spouse, 873,060 shares which may be acquired within 60 days pursuant to the exercise of stock options and 193,549 unvested restricted shares.
(10)	Mr. Chess’ business address is located at c/o Infinity-C.S.V.C. Management Ltd., 3 Azrieli Center (Triangle Tower), 42nd Floor, Tel Aviv, Israel, 67023.
(11)	Includes 39,965 shares which may be acquired within 60 days pursuant to the exercise of stock options and 38,265 unvested restricted shares.
(12)	Includes 220,468 shares which may be acquired within 60 days pursuant to the exercise of stock options and 62,903 unvested restricted shares.
(13)	Includes 197,986 which may be acquired within 60 days pursuant to the exercise of stock options and 60,484 unvested restricted shares.
(14)	Includes100 shares held by Mr. Nimitz’s spouse and 134,504 shares which may be acquired within 60 days pursuant to the exercise of stock options and 57,242 unvested restricted shares.
(15)	Includes100 shares held by Mr. Holland’s spouse, 95,175 shares which may be acquired within 60 days pursuant to the exercise of stock options and 60,484 unvested restricted shares.
(16)	Includes 38,265 of unvested restricted shares.
(17)	Mr. Neuman shares voting power over these shares with his wife and has pledged 56,875 shares as security with respect to a margin account with Raymond James.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Prior to the closing of the Merger, certain of Infinity’s directors and officers had financial or other interests in the Merger that were different from, or in addition to, the interests of its shareholders, including:

• If the proposed Merger was not completed by the April 25, 2014 (the “Merger Deadline”), Infinity would have been required to liquidate. In such event, the 1,437,500 Founder Shares (meaning those shares of Infinity held by Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P. and Infinity I-China Fund (Israel 3), L.P., (collectively the “Infinity Funds”) and HH Energy Group, LP (collectively, with the Infinity Funds, the “Sponsors”), and the Infinity shares held by Infinity’s officers and directors that were issued prior to the initial public offering of Infinity) and the 4,381,818 Infinity warrants collectively owned by the Infinity Funds would have expired worthless. The warrants were warrants to purchase an aggregate of 4,381,818 Infinity shares, each exercisable for one Infinity share at $7.00 per share, issued to the Sponsors (or their permitted transferees) in private placements that occurred simultaneous with the consummation of Infinity’s initial public offering, and warrants of Glori Acquisition Corp. after the Merger (collectively, the “Sponsors Warrants”). Such Founder Shares had an aggregate market value of $11.5 million based on the closing price of the Ordinary Shares of $8.00 on Nasdaq as of April 7, 2014. Such Sponsors Warrants had an aggregate market value of approximately $3.2 million based on the closing price of the Infinity warrants of $0.72 on Nasdaq as of April 7, 2014. The Sponsors, officers and directors who were initially issued the Founder Share and their permitted transferees (the “Initial Shareholders”) purchased the 1,437,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share, and the 4,381,818 Sponsors Warrants for an aggregate purchase price of approximately $2.2 million, or $0.50 per Sponsors Warrant.

• Unless Infinity consummated the Merger, its officers, directors and Sponsors would not have received reimbursement for any out-of-pocket expenses incurred by them. As of the date of the Prospectus associated with the Registration Statement on Form S-4 dated April 9, 2014 (the “Final Prospectus”), Infinity’s officers, directors and Sponsors were entitled to $75,000 in reimbursable expenses. As a result, the financial interest of Infinity’s officers, directors and Sponsors or their affiliates could have influenced its officers’ and directors’ motivation in pursuing GETI as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Merger was in Infinity shareholders’ best interests.

• As of the date of the Final Prospectus, the Sponsors had made loans to Infinity in the aggregate amount of $500,000. In the event of liquidation, Infinity would not have been able to repay the loans to its Sponsors.

• Infinity’s Sponsors had agreed that, if Infinity liquidated prior to the consummation of a business combination, they would be liable to ensure that the proceeds in Infinity’s trust account were not reduced below $8.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Infinity for services rendered or contracted for or products sold to it, subject to certain limitations.

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• Upon the completion of the Merger with GETI, Mark Chess and Thomas O. Hicks, affiliates of Infinity, were entitled to serve as directors of the Company.

• Upon the completion of the Merger, Infinity’s officers, directors or consultants were entitled to receive up to an aggregate of $400,000 as determined by Infinity’s board of directors. In the event of liquidation, Infinity’s officers and directors would not have received any such fees.

• The exercise of Infinity’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may have resulted in a conflict of interest when determining whether such changes or waivers were appropriate and in the best interests of Infinity’s shareholders.

Infinity’s officers and directors had further agreed, pursuant to a written agreement with Infinity, that until the earliest of Infinity’s initial business combination, liquidation or such time as such officer or director ceased to be an officer or director, to present to Infinity for consideration, prior to presentation to any other entity, any business opportunity, where the total consideration to be paid (either in ordinary shares, cash or otherwise) was expected to be at least $32,000,000 or more, subject to any pre-existing fiduciary or contractual obligations such officer or director might have.

As referenced above, in connection with the closing of the Merger, Infinity 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. and HH Energy Group, LP (collectively, the “Note Sponsors”). On April 11, 2014, each of the Note Sponsors executed and delivered a Notice of Exercise of Optional Conversion to Infinity, pursuant to which, in accordance with the terms of the Sponsor Notes, each Note Sponsor exercised its right to convert the principal balance of its Sponsor Note into 500,000 warrants of Infinity (the “New Warrants”). On June 12, 2014, Glori Energy, as successor to Infinity, issued New Warrants to purchase an aggregate of 1,000,000 shares of our common stock to the Note Sponsors and their affiliates in exchange for the Sponsor Notes. On June 12, 2014, pursuant to the terms of the Warrant Agreement governing the terms of the New Warrants, we exercised our mandatory right to convert the New Warrants into shares of our common stock (such issued shares of common stock, the “Warrant Shares”). We received no additional proceeds from the issuance of the New Warrants and the Warrant Shares.

On January 7, 2014, Infinity and its wholly-owned subsidiary, Glori Acquisition Corp., entered into a share purchase agreement with the Sponsors and other investors (the “PIPE Purchase Agreement”) pursuant to which the Sponsors and the other investors collectively (i) agreed to purchase the number of shares of Infinity common stock necessary to ensure that Infinity met the $25.0 million minimum balance requirement of the Merger and (ii) were granted an option to purchase 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, with such additional investment to be used to provide additional working capital to Glori Acquisition Corp. The purchase price for the shares to be issued pursuant to the PIPE Purchase Agreement was $8.00 per share. There were two closings under the PIPE Purchase Agreement, one of which occurred simultaneously with the closing of the Merger for 1,062,500 shares of common stock and a subsequent closing on approximately May 1, 2014, for 909,982 shares of common stock.

The Board of Directors has adopted a policy requiring that all transactions between the Company and its officers, directors, principal stockholders and their affiliates be on terms that are fair to the Company and its subsidiaries and that any such transactions be approved by Audit Committee.  The Company’s Audit Committee is responsible for the review and assessment of all related party transactions. Other than those transactions disclosed above, the Audit Committee has determined that no related party transactions existed during fiscal years 2014 and 2015.

Director Independence

Our board of directors has determined that each of its current members, and all persons who served as directors during any part of the 2015 fiscal year, except Mr. Guilbeau and Mr. Page, is an “independent director” for purposes of the Nasdaq Listing Rules and the SEC’s rules and regulations promulgated under the Exchange Act as the term relates to membership on the board of directors. The table in Item 10 stating which directors are independent is incorporated here by reference.

The definition of independence under the Nasdaq Listing Rules includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his or her family members, has engaged in various types of business dealings with us. In addition, as further required by the Nasdaq Listing Rules, our board has made a subjective determination as to each independent director that no material relationships exist that, in the opinion of our board, would interfere with his exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board reviewed and discussed information provided by the directors in

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questionnaires with questions tailored to the Nasdaq Listing Rules with regard to each director’s business and personal activities as they may relate to us and our management.

Our bylaws permit stockholders to nominate directors for consideration at an annual meeting. The nominating and governance committee will consider director candidates validly recommended by stockholders. The date and process for nominations from shareholders is set forth in our by-laws. It is currently anticipated that the annual meeting will be held more than 60 days after the date of last year's meeting. Accordingly, the date for shareholder nominations will be announced at a later time with the announcement of the date of the annual meeting. According to our by-laws, the stockholder's nominations must be received not later than the close of business on the 10th day following the day on which the public announcement of the date of the meeting is made by the Company.

Item 14. Principal Accounting Fees and Services

Audit Fees

The Audit Committee has appointed Grant Thornton LLP as Glori Energy’s independent registered public accounting firm for the fiscal year ending December 31, 2015.  Grant Thornton LLP served as Glori Energy’s independent registered public accounting firm for the audit of the Company’s financial statements for the fiscal years ended December 31, 2015, and December 31, 2014, and reviews of the Company’s financial statements included in its Quarterly Reports on Form 10-Q for those fiscal years. Information about their fees and services in those fiscal years is provided below.

The following table shows the fees paid or accrued by Glori Energy for the audit and other services provided by Grant Thornton LLP for fiscal year 2015 and 2014.

	2014		2015
Audit Fees	$	530,747	$	267,935
Audit-Related Fees	64,198		—
Tax Fees	55,076		13,382
All Other Fees	—		—
Total	$	650,021	$	281,317

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Forms 10-K and 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning; and (iv) ”all other fees” are fees for products and services provided by the Company’s principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee's policy is to pre-approve, and in 2015 it did pre-approve, all audit and non-audit related services provided by our independent registered public accounting firm prior to its engagement with respect to such services . In addition to separately approved services, the Audit Committee’s pre-approval policy provides for pre-approval of certain audit and non-audit services provided by our independent registered public accounting firm.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

GLORI ENERGY INC.
By:	/s/ Stuart Page
	Stuart Page, President, Chief Executive Officer, and Director
By:	/s/ Victor M. Perez
	Victor M. Perez, Chief Financial Officer and Principal Financial Officer
By:	/s/ Ryan H. McHugh
	Ryan H. McHugh, Controller and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on our behalf on March 23, 2016 by the following Directors:

/s/ Kevin Guilbeau	/s/ Mark Chess	/s/ Rocky Duckworth
Kevin Guilbeau	Mark Chess	Rocky Duckworth
/s/ Eric C. Neuman	/s/ Ganesh Kishore	/s/ Mark B. Puckett
Eric C. Neuman	Ganesh Kishore	Mark B. Puckett
/s/ Damon L. Rawie	/s/ Jonathan Schulhof
Damon L. Rawie	Jonathan Schulhof

62

INDEX TO FINANCIAL STATEMENTS
Table of Contents
	Page
Consolidated Financial Statements of Glori Energy Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets – As of December 31, 2014 and 2015	F-3
Consolidated Statements of Operations – For the years ended December 31, 2014 and 2015	F-4
Consolidated Statements of Stockholders’ Equity - For the years ended December 31, 2014 and 2015	F-5
Consolidated Statements of Cash Flows – For the years ended December 31, 2014 and 2015	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Glori Energy Inc.

We have audited the accompanying consolidated balance sheets of Glori Energy Inc. (a Delaware corporation) and Subsidiaries (the “Company”) as of December 31, 2014 and 2015, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Glori Energy Inc. and Subsidiaries as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Houston, Texas

March 23, 2016

F-2

GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	As of December 31,
	2014			2015
ASSETS
Current assets:
Cash and cash equivalents	$	29,751		$	8,380
Accounts receivable	1,371			1,456
Commodity derivatives	2,905			3,411
Prepaid expenses and other current assets	244			314
Total current assets	34,271			13,561
Property and equipment:
Proved oil and gas properties - successful efforts	45,694			48,454
Other property and equipment	5,941			6,439
	51,635			54,893
Less: accumulated depreciation, depletion and amortization	(22,822		)	(47,578		)
Total property and equipment, net	28,813			7,315
Commodity derivatives	2,891			—
Deferred loan costs	490			227
Deferred tax asset	970			1,161
Total assets	$	67,435		$	22,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,251		$	1,430
Deferred revenues	653			—
Accrued expenses	1,792			1,180
Current portion of long-term debt	2,380			480
Current deferred tax liability	970			1,161
Total current liabilities	8,046			4,251
Long-term liabilities:
Long-term debt, less current portion	16,845			10,045
Asset retirement obligation, less current portion	1,329			1,457
Total long-term liabilities	18,174			11,502
Total liabilities	26,220			15,753
Commitments and contingencies (see NOTE 14)
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2015	—			—
Common stock, $.0001 par value, 100,000,000 shares authorized, 31,499,303 and 31,861,357 shares issued and outstanding as of December 31, 2014 and 2015, respectively	3			3
Additional paid-in capital	105,383			106,934
Accumulated deficit	(64,171		)	(100,426		)
Total stockholders' equity	41,215			6,511
Total liabilities and stockholders' equity	$	67,435		$	22,264

The accompanying notes are an integral part of these consolidated financial statements.

F-3

GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year ended December 31,
	2014			2015
Revenues:
Oil and gas revenues	$	11,724		7,397
Service revenues	4,135			1,605
Total revenues	15,859			9,002
Operating expenses:
Oil and gas operations	10,777			9,974
Service operations	3,528			1,771
Science and technology	1,868			1,940
Selling, general and administrative	5,920			5,884
Impairment of oil and gas properties	13,160			22,600
Depreciation, depletion and amortization	4,624			5,507
Total operating expenses	39,877			47,676
Loss from operations	(24,018		)	(38,674		)
Other income (expense):
Interest expense	(3,023		)	(2,169		)
Gain on change in fair value of warrants	2,454			—
Gain on commodity derivatives	6,023			3,961
Other income	17			445
Total other income, net	5,471			2,237
Net loss before taxes on income	(18,547		)	(36,437		)
Income tax expense (benefit)	209			(182		)
Net loss	$	(18,756	)	$	(36,255	)
Net loss per common share, basic and diluted	$	(0.65	)	$	(1.14	)
Weighted average common shares outstanding, basic and diluted	28,855			31,769

The accompanying notes are an integral part of these consolidated financial statements.

F-4

GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

	Stockholders' equity
				Additional						Total
	Common stock			paid-in			Accumulated			stockholders'
	Shares	Par value		capital			deficit			equity
Balances as of January 1, 2014, as converted	22,450,688	$	2	$	61,609		$	(45,415	)	$	16,196
Stock based compensation	—	—		296			—			296
Issuance, repurchase and cancellation of common shares	—	—		(30		)	—			(30		)
Change in fair value of warrant liability	—	—		(2,454		)	—			(2,454		)
Share issuance, as converted (formerly C-2 preferred shares and warrants, see Note 4)	1,133,869	—		5,049			—			5,049
Recapitalization due to merger (see Note 4)	6,658,449	1		34,725			—			34,726
Debt conversion to common stock	250,000	—		2,000			—			2,000
Warrants exchanged for common shares	583,010	—		—			—			—
Warrants exercised	423,287	—		4,188			—			4,188
Net loss	—	—		—			(18,756		)	(18,756		)
Balance at December 31, 2014	31,499,303	$	3	$	105,383		$	(64,171	)	$	41,215
Stock based compensation	150,808	—		1,412			—			1,412
Stock option exercises	211,246	—		139			—			139
Net loss	—	—		—			(36,255		)	(36,255		)
Balances as of December 31, 2015	31,861,357	3		106,934			(100,426		)	6,511

The accompanying notes are an integral part of these consolidated financial statements.

F-5

GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years ended December 31,
	2014			2015
Net loss	$	(18,756	)	$	(36,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization of property and equipment	4,624			5,507
Exploration expenses	—			102
Stock-based compensation	296			1,412
Bad debt expense	—			56
Amortization of deferred loan costs and other	439			326
Accretion of end-of-term charge	96			40
Unrealized gain on change in fair value of commodity derivatives	(5,796		)	(340		)
Gain on change in fair value of warrant liabilities	(2,454		)	—
Accretion of discount on long-term debt	67			28
Loss on disposal of property and equipment	—			75
Gain on the sale of Etzold	—			(422		)
Settlement of asset retirement obligations	—			(44		)
Impairment of oil and gas property	13,160			22,600
Changes in operating assets and liabilities:
Accounts receivable	(1,087		)	(141		)
Prepaid expenses and other current assets	(149		)	(70		)
Accounts payable	1,339			(1,126		)
Deferred revenues	(1,100		)	(653		)
Accrued expenses	1,135			(806		)
Net cash used in operating activities	(8,186		)	(9,711		)
Cash flows from investing activities:
Purchase of proved oil and gas property	(41,353		)	(5,220		)
Purchase of other property and equipment	(1,009		)	(588		)
Proceeds from the sale of long-term commodity derivatives	—			2,725
Proceeds from the sale of Etzold	—			75
Net cash used in investing activities	(42,362		)	(3,008		)
Cash flows from financing activities:
Proceeds from issuance of common stock, preferred stock and preferred warrants	5,019			—
Proceeds from issuance of long-term debt	24,035			52
Proceeds from exercise of warrants and stock options	4,188			139
Proceeds from merger with Infinity Corp. including private placement of common stock	38,441			—
Payments on long-term debt	(8,147		)	(8,780		)
Payments for deferred offering costs	(3,337		)	(63		)
Payments for deferred loan costs	(767		)	—
Net cash provided by (used in) financing activities	59,432			(8,652		)
Net increase (decrease) in cash and cash equivalents	8,884			(21,371		)
Cash and cash equivalents, beginning of period	20,867			29,751
Cash and cash equivalents, end of period	$	29,751		$	8,380
Non-cash financing and investing activities:
Asset retirement obligation assumed	883			517
Supplemental cash flow information:
Interest paid	$	2,990		$	2,240

The accompanying notes are an integral part of these consolidated financial statements.

F-6

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Glori Energy Technology Inc., a Delaware corporation (formerly Glori Energy Inc.) ("GETI"), was incorporated in November 2005 (as successor in interest to Glori Oil LLC) to increase production and recovery from mature oil wells using state of the art biotechnology solutions.

In January 2014, GETI entered into a merger and share exchange agreement with Infinity Cross Border Acquisition Corporation ("INXB") and certain of its affiliates, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., and Infinity-C.S.V.C. Management Ltd., an INXB Representative. On April 14, 2014, the merger and share exchange agreement was closed and the merger was consummated. As a result of this transaction, Infinity Cross Border Acquisition Corporation merged with and into Glori Acquisition Corp., with Glori Acquisition Corp. surviving the merger. Following that merger, Glori Merger Subsidiary, Inc. merged with and into GETI, with GETI surviving the merger. Following both of these mergers (collectively referred to herein as the "Merger"), GETI became the wholly-owned subsidiary of Glori Acquisition Corp., and Glori Acquisition Corp. adopted the name "Glori Energy Inc."

In March 2014, GETI incorporated Glori Energy Production Inc. ("GEP"), a wholly-owned subsidiary of Glori Holdings Inc., to purchase the Coke Field Assets (see NOTE 5) and incur the associated acquisition debt.

The dissolution of Glori Oil S.R.L and Glori Oil (Argentina) Limited were effective on August 24, 2015. During the year ended December 31, 2014 and 2015 there were no revenues and no assets associated with Glori Oil S.R.L and Glori Oil (Argentina) Limited.

Glori Energy Inc., GETI, Glori Canada Ltd., Glori Holdings Inc., Glori California Inc., OOO Glori Energy and Glori Energy Production Inc. are collectively referred to as the “Company” in the consolidated financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Glori Energy Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentrations of Credit Risk

The Company maintains its cash in bank deposits with financial institutions. These bank deposits, at times, exceed Federal Deposit Insurance Corporation limits of $250,000 per depositor. The Company monitors the financial condition of the financial institutions and has not experienced any losses on such accounts. The Company is not party to any financial instruments which would have off-balance sheet credit or interest rate risk.

F-7

The Company derived service revenues from fifteen customers during 2014, and four customers during 2015. The following is a reconciliation of the customers that exceeded 10% of total service revenues in each of those periods:

	Percentage of service revenues Year ended December 31,
Customer	2014		2015
A	36	%	—
B	17	%	20	%
C	10	%	65	%
D	10	%	—

Management does not believe that these customers constitute a significant credit risk.

The Company had outstanding receivables related to service revenues from four customers as of December 31, 2014 and one customer as of December 31, 2015. The following is a reconciliation of the customers that exceeded 10% of total accounts receivable from service revenues as of each of these dates:

	Percentage of outstanding accounts receivable from service revenues December 31,
Customer	2014	2015
C	—	100%
D	19%	—
E	54%	—
F	27%	—

Oil and natural gas sales are made on a monthly basis or under short-term contracts at the current area market price. The Company would not expect that the loss of any purchaser would have a material adverse effect upon its operations. Additionally, management does not believe any of our purchasers constitute a significant credit risk. For the year ended December 31, 2014 there were two purchasers that accounted for 57% and 39% of total oil revenue. For the year ended December 31, 2015 there was one purchaser that accounted for 93% of the total oil revenue. The Company sells its natural gas to a different purchaser than that of its oil sales. Natural gas sales did not exceeded 10% of total oil and gas revenues for the years ended year ended December 31, 2014 and 2015.As of December 31, 2014 and 2015, the Company had a $900,000 and $436,000 receivable, respectively, for December oil sales from a single oil purchaser.

The Company also engages in NYMEX swaps with a third party company (see NOTE 9).

F-8

Accounts Receivable

Accounts receivable consists of amounts due in the ordinary course of business, from companies engaged in the exploration of oil and gas and from third party purchasers of the Company's oil and natural gas production. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. Allowances are maintained for potential credit issues as they arise through management’s analysis of factors such as amount of time outstanding, customer payment history and customer financial condition. The Company has incurred inconsequential credit losses since inception. As of December 31, 2014 and December 31, 2015 the Company had no allowance for doubtful accounts.

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for oil and gas operations whereby the cost to acquire mineral investments in oil and gas properties, to drill successful exploratory wells, to drill and equip development wells and to install production facilities are capitalized. Certain exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. The Company’s acquisition and development costs of proved oil and gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves as estimated by independent petroleum engineers.

Other Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and depreciated over the remaining useful lives of the associated assets, and repairs and maintenance costs are charged to expense as incurred.When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, such as property, equipment and oil and gas properties, periodically and when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The initial assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted) of the related operations. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas properties. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value.

The Company impaired its proved-oil and gas properties for the fiscal years ended December 31, 2014 and 2015. To determine the remaining value of the net assets, the Company typically uses a discounted future cash flow approach based on the proved and probable reserves at estimated future commodities prices less regional discounts to calculate the value of the reserves at fiscal year-end. At December 31, 2015 there was no economic value assigned to any proved undeveloped reserves. The Company believes this estimate to approximate fair value. The impairments in 2014 and 2015 were a result of a sharp decline in oil prices. The reduction in asset value of proved oil and gas properties of $13,160,000 and $22,600,000 represents the impairment amounts incurred in 2014 and 2015, respectively, which are shown as impairment of oil and gas properties on the consolidated statement of operations.

Derivatives

F-9

The Company uses derivative instruments in the form of commodity price swaps to manage price risks resulting from fluctuations in commodity prices of oil associated with future production. These derivative instruments are recorded on the balance sheet at fair value as assets or liabilities and the changes in the fair value of derivatives are recorded each period in current earnings. Fair value is assessed, measured and estimated by obtaining the NYMEX futures oil commodity pricing. Gains and losses on the valuation of derivatives and settlement of matured commodity derivatives contracts are included in gain (loss) on commodity derivatives in other income within the period in which they occur.

Asset Retirement Obligation

The Company recognizes the present value of the estimated future abandonment costs of its oil and gas properties in both assets and liabilities. If a reasonable estimate of the fair value can be made, the Company will record a liability for legal obligations associated with the future retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of the assets. The fair value of a liability for an asset retirement obligation is recognized in the period in which the liability is incurred. The fair value is measured using expected future cash outflows (estimated using current prices that are escalated by an assumed inflation rate) discounted at the Company’s credit-adjusted risk-free interest rate. The liability is then accreted each period until it is settled or the asset is sold, at which time the liability is reversed and any gain or loss resulting from the settlement of the obligation is recorded. The initial fair value of the asset retirement obligation is capitalized and subsequently depreciated or amortized as part of the carrying amount of the related asset. The Company has recorded asset retirement obligations related to its oil and gas properties. There are no assets legally restricted for the purpose of settling asset retirement obligations.

Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payables, long-term debt, derivatives, and warrants. The carrying values of cash and cash equivalents and accounts receivable and payables approximate fair value due to their short-term nature. Derivatives are recorded at fair value (see NOTE 8 and NOTE 9).

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. In periods that have income, basic net earnings per common share is computed under the two-class method per guidance in Accounting Standards Codification (ASC) 260, Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings attributable to common shares after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is no contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive. Diluted earnings (loss) per common share is computed using the two-class method or the if-converted method, whichever is more dilutive (see NOTE 11).

Diluted net loss per share is the same as basic net loss per share for all periods presented because any potentially dilutive common shares were anti-dilutive. Such potentially dilutive shares are excluded from the computation of diluted net loss per share when the effect would be to reduce net loss per share. Therefore, in periods when a loss is reported, the calculation of basic and diluted loss per share results in the same value.

F-10

Revenue Recognition

Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectibility of the revenue is probable. Revenues from natural gas production are recorded using the sales method.

Service revenues are recognized when all services are concluded in accordance with the contract. The Company’s service contracts typically include a single contract for each phase of service. During the initial phase known as Reservoir Analysis and Treatment Design (the “Analysis Phase”), the Company samples the target field and evaluates project feasibility and nutrient formulation by assessing field characteristics such as geology, microbial environment and geochemistry of the oil and water. The completion of the Analysis Phase contract typically coincides with the delivery of a report of findings to the customer at which point the Analysis Phase revenues are recognized. Once the viability of the AERO System is demonstrated in the Analysis Phase, a new contract is executed for the Field Deployment Phase. During the Field Deployment Phase the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir. The Field Deployment Phase revenues are recognized ratably over the Field Deployment Phase injection work timeline.

Previous to 2014, the majority of the Company’s revenues for AERO services were executed under a single contract which covered both Analysis Phase and Field Deployment Phase work. The single contract for both services resulted in lack of commercial evidence that the Analysis Phase services provided value on a stand-alone basis and thus both services were viewed as a single unit-of-accounting under ASC 605, Revenue Recognition: Multiple-Element Arrangements. In accordance with this guidance, the Company deferred revenue received in the Analysis Phase and recognize this revenue and the Field Deployment Phase revenue uniformly over the Field Deployment Phase injection timeline. Any termination of the project after the completion of the Analysis Phase would result in the immediate recognition of that portion of the revenues outlined in the contract.  

As of December 31, 2014 and 2015, the Company had deferred revenues of approximately $653,000 and $0 respectively, pursuant to contracts requiring substantial future performance.

Science and Technology

The Company expenses all science and technology costs as incurred. The science and technology work performed predominantly relates to the Analysis Phase and the expenses are primarily made up of employee compensation, lab supplies and materials, legal fees and corporate overhead allocations.

Income Taxes

The Company accounts 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.

The Company 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.

The Company’s tax years 2006 through 2015 remain open and subject to examination by the Internal Revenue Service (“IRS”) and are open for examination until the expiration of statute of limitations under the IRS Code.

Stock-Based Compensation

The Company has issued stock options, restricted shares, performance based options and market based options. The Company records share-based payment expense associated with option awards in accordance with ASC 718, Compensation - Stock Compensation. Accordingly, the Company selected the Black-Scholes option-pricing model as the most appropriate method to value option awards and recognizes compensation cost, as determined on the grant date, on a straight-line basis over the option awards’ vesting period. Stock-based compensation cost for restricted shares is estimated at the grant date based on the awards' fair value, which is equal to the prior day's closing stock price. Such fair value is recognized as expense over the requisite service period.

F-11

Fair Value of Financial Instruments

FASB standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Accounting for Sales Tax

The Company uses the net method for accounting for sales taxes charged to customers and accordingly does not include sales or similar taxes as revenues; the Company does include sales and similar taxes paid as part of the cost of goods or services acquired.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive new revenue recognition standard that will supersede existing revenue recognition guidance under United States generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS). The issuance of this guidance completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS.

The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items.This standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating this standard and the impact it will have on our future revenue recognition policies.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 asserts that management should evaluate whether there are relevant condition or events that are known and reasonably knowable that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued when applicable. If conditions or events at the date the financial statements are issued raise substantial doubt about an entity’s ability to continue as a going concern, disclosures are required which will enable users of the financial statements to understand the conditions or events as well as management’s evaluation and plan. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. Prior GAAP guidance mandates recognizing debt issuance costs as a deferred charge. Such treatment is different from the guidance in International Financial Reporting Standards (IFRS),

F-12

which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The provisions of this accounting update are not anticipated to have a material impact on the Company’s financial position or results of operations.

Reclassifications

Certain 2014 amounts related to inventory and prepaid expenses and other current assets have been reclassified for comparative purposes. 

NOTE 3- RISKS AND UNCERTAINTIES

As a small company with an emerging technology the Company has generated negative cash flows since inception. The Company continues to generate negative cash flows and the downturn in the oil market has adversely affected its results from operations and cash flows. Cash has decreased from $29.8 million at December 31, 2014 to $8.4 million at December 31, 2015 due to the net cash used in operating activities of $9.7 million, the repayment of debt of $8.8 million net, and capital expenditures of $3.0 million, net of the proceeds from the sale of the long-term derivatives of $2.7 million. As of December 31, 2015 the Company has working capital of $9.3 million. Based on its cash balance and forecasted cash flows from operating activities, the Company expects to be able to fund planned capital expenditures, meet debt service requirements, and fund other commitments and obligations for 2016.

As of March 21, 2015, the Company does not have lines of credit available to it. As a result of the negative cash flows and the decrease in oil prices, the Company will likely need to raise capital over the next twelve months to fund its operations and to repay or refinance its term note of $10.5 million which matures March of 2017. The Company may have difficulty obtaining such additional financing as a result of the decrease in oil prices, its negative cash flows from operations and the significant decrease in its share price. Failure to obtain additional financing would have a material adverse effect on the Company’s business operations and financial condition.

On October 23, 2015, the Company received a deficiency letter (the “Notice Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share requirement under NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notification Letter states that Glori has 180 calendar days, until April 20, 2016 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company can regain compliance if the closing bid price of its common stock is at least $1.00 for a minimum of 10 consecutive business days. If the Company does not achieve compliance with the Minimum Bid Price Requirement by the end of the Initial Compliance Period, it may be granted a second 180 day compliance period, as long as (a) on the last day of the Compliance Period the Company is in compliance with the market value requirement for continued listing as well as all other listing standards and (b) the Company provides written notice of its intention to cure the deficiency during a second compliance period.

F-13

The significant decrease in oil prices has made it difficult for the Company to execute on its strategy of acquiring producing properties which would contribute to its revenues and cash flows due to potential sellers’ reluctance to sell at depressed prices. Additionally, the current oil price environment has negatively affected the Company's cash flow and has affected the availability of capital to Glori and the E&P industry in general. These factors have also resulted in a dramatic decrease in the Company's stock price, which also impacts the ability to raise new equity capital.

In order to address this challenging environment, the Company has retained a financial advisory firm with experience in the energy industry to actively explore alternatives for mergers and acquisitions with potential partners, investors and asset sellers with the goal of bolstering its liquidity and enabling the Company to build a larger asset base. Additionally, the Company made significant cost reductions, both in its administrative and professional staff, and lease operating expenses. The cost reductions were implemented both in 2015 and in the first quarter of 2016. The Company also limited capital expenditures to those required to fully implement AERO technology at the Coke field. The Company believes demonstrated AERO technology results at the Coke field will enhance revenues and cash flows and will improve its ability to raise additional capital. In August 2015, the Company implemented the first phase of AERO at the Coke field. In March 2016 it completed installation of phase II of AERO implementation. Phase II incorporates the addition of two AERO injection wells to increase the proportion of the field that is impacted by AERO technology. The Company now has three injection wells running in total. Phase II implementation commenced after data from Phase I limited trial demonstrated encouraging indication of AERO performance. The wells are located on the periphery of the Coke field and are designed to stimulate production from more of the field than was impacted by the first injector.

Finally, the Company applied to the United States Department of Energy’s Loan Programs Office (“LPO”) for a $150 million loan guarantee in connection with a project applying AERO to previously abandoned reservoirs in the U. S. Based on LPO’s evaluation of Part I of the application, in March 2016, LPO invited the Company to submit Part II of its application. However, the ultimate outcome of the application and whether a loan guarantee will be issued cannot be predicted.

On March 18, 2016, GEP entered into an amendment to the credit agreement on the senior secured term loan facility with its lender, Stellus Capital Investment Corporation, which had the effect of removing the financial ratio covenants and the semi-annual collateral value redetermination until maturity in March 2017 (see NOTE 10). Without this amendment the Company likely would not have been able to meet all financial covenants in the future.

F-14

NOTE 4 - MERGER WITH INFINITY CROSS BORDER ACQUISITION CORPORATION

On January 8, 2014, GETI executed the Merger with Infinity Cross Border Acquisition Corporation (“Infinity Corp.” - a special purpose acquisition company or blank check company publicly traded on NASDAQ) and certain of its affiliates. On April 14, 2014, the Merger was consummated. Pursuant to the terms of the Merger, in exchange for all of GETI's outstanding shares and warrants, Infinity Corp. issued 23,584,557 shares of common stock on a pro rata basis to the stockholders and warrant holders of GETI. GETI obtained effective control of Infinity Corp. subsequent to the Merger and thus the Merger was accounted as a reverse acquisition and recapitalization of GETI in accordance with ASC 805 - Business Combinations. Subsequent to the Merger, the GETI shareholders retained a substantial majority of voting interest and positions on the Board of Directors. Additionally GETI's management is retained and GETI's operations comprise the ongoing operations post-Merger.

In the consolidated financial statements, the number of shares of common stock attributable to the Company is reflected retroactive to January 1, 2014 to facilitate comparability to prior periods. Accordingly, the number of shares of common stock presented as outstanding as of January 1, 2014 totals 22,450,688 which represents the number of post-Merger common shares that were received for pre-Merger GETI preferred stock, common stock and warrants outstanding as of January 1, 2014.

F-15

The following table (in thousands, except share amounts) presents the consolidated statements of temporary equity and stockholders' equity as if the Merger had occurred on January 1, 2014. The beginning balances as of January 1, 2014, shown in the table below, represent the Company's pre-Merger temporary equity and stockholders' equity previously stated as of January 1, 2014. The balances as of January 1, 2014, as converted, represent the post-Merger stockholders' equity received in exchange for the pre-Merger temporary equity and stockholders' equity at January 1, 2014.

	Temporary equity - convertible redeemable preferred stock																							Stockholders' equity
																					Total								Additional						Total
	Series A Preferred					Series B Preferred					Series C Preferred					Series C-1 Preferred					temporary			Common stock					paid-in			Accumulated			stockholders'
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			equity			Shares		Par value			capital			deficit			equity
Balances as of January 1, 2014	475,541		$	13,762		2,901,052		$	31,900		7,296,607		$	29,773		4,462,968		$	3,234		$	78,669		3,295,771		$	1		$	—		$	(76,379	)	$	(76,378	)
Reversal of pre-Merger temporary equity	(475,541	)	(13,762		)	(2,901,052	)	(31,900		)	(7,296,607	)	(29,773		)	(4,462,968	)	(3,234		)	$	(78,669	)	—		—			—			78,669			78,669
Reversal of pre-Merger common shares	—		—			—		—			—		—			—		—			—			(3,295,771	)	(1		)	1			—			—
Reclassification of pre-Merger warrants from liability to additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			13,905			—			13,905
Conversion of pre-Merger shares to post-Merger shares	—		—			—		—			—		—			—		—			—			22,450,688		2			(2		)	—			—
Segregate historical accumulated deficit from additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			47,705			(47,705		)	—
Balances as of January 1, 2014, as converted	—		$	—		—		$	—		—		$	—		—		$	—		$	—		22,450,688		$	2		$	61,609		$	(45,415	)	$	16,196

Not shown in the above table is the pre-Merger issuance by GETI of common shares, preferred shares and warrants. During 2013, there were 229,108 common shares issued which were exchanged for 79,003 shares of common stock in the Merger. On March 13, 2014, GETI issued 1,842,028 C-2 preferred shares and 1,640,924 C-2 preferred warrants. These shares and warrants were exchanged for 1,133,869 shares of common stock in the Merger.

F-16

The following table shows the number of common stock of the Company issued and outstanding related to the consummation of the Merger:

	Number of Shares
Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(2,351,533	)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt portion of the PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued for the optional PIPE Investment	909,982
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	30,493,006

In connection with the Merger, the Company received approximately $24.7 million, net of certain expenses and fees, and approximately $13.7 million in 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. All of GETI’s previously outstanding common shares, preferred shares and warrants were exchanged for approximately 23,584,557 common shares in the newly merged entity, and accordingly, the Company no longer has liabilities for the fair value of such warrants and temporary equity previously reported in the Company's consolidated balance sheets. Additionally on April 14, 2014 Petro-Hunt L.L.C. ("Petro-Hunt") exercised its option to convert their $2.0 million receivable from the Company to common shares at $8.00 per share or 250,000 shares (see NOTE 10).

In addition to the common stock issued in the Merger, the Company has 5,321,700 warrants outstanding at December 31, 2014 and December 31, 2015 to purchase common stock of the Company at a per share price of $10 which expire on July 19, 2017.

F-17

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2015
Proved oil and gas properties - successful efforts	$	45,694		$	48,454
Unproved oil and gas properties	196			443
Construction in progress	589			594
Laboratory and warehouse facility	640			648
Laboratory and field service equipment	3,158			3,355
Office equipment, computer equipment, vehicles and other	1,358			1,399
	51,635			54,893
Less:  accumulated depreciation, depletion and amortization (1)	(22,822		)	(47,578		)
Total property and equipment, net	$	28,813		$	7,315

(1) Includes impairment and excludes accretion of asset retirement obligation.

Depreciation, depletion and amortization consists of the following (in thousands):

	Year ended December 31,
	2014		2015
Depreciation and amortization expense	$	523	$	628
Depletion expense	3,960		4,723
Accretion of asset retirement obligation	141		156
Total depreciation, depletion, and amortization of property and equipment	$	4,624	$	5,507

On March 14, 2014, a subsidiary of the Company, GEP, acquired certain oil, gas and mineral leases in Wood County Texas (the “Coke Field”) from Petro-Hunt L.L.C. (“Petro-Hunt”) for (i) $38.0 million in cash and a $2.0 million convertible note payable (see NOTE 10) to Petro-Hunt, subject to certain purchase price adjustments primarily for net revenues in excess of direct operating expenses of the property from January 1, 2014 through the closing date, March 14, 2014, and (ii) the assumption of the asset retirement obligation related to plugging and abandoning the Coke Field Assets.

Of the total $39.2 million total purchase price of the Coke Field, the Company recognized, at approximate fair market value, assets such as office equipment and trucks included in property and equipment on the Company’s consolidated balance sheet of approximately $310,000 and items such as tubular stock of $327,000 classified in other property and equipment on the Company’s consolidated balance sheet. The remaining purchase price balance was allocated to proved oil and gas properties in property and equipment on the Company’s consolidated balance sheet. Also included in proved oil and gas properties, the Company recognized an asset associated with the asset retirement obligation (plugging and abandonment of wells) of $745,000 and an offsetting liability included in other long-term liabilities on the Company’s consolidated balance sheet.

In September 2014, the Company purchased additional oil, gas and mineral leases adjacent to the Coke Field (the "Southwest Operating Field"). The Company purchased the Southwest Operating Field for $2,000,000 and assumed an asset retirement obligation of an estimated $138,000.

The Company has included revenues and expenses related to the Coke Field for the period from March 14 through December 31, 2014 in the consolidated statement of operations for the year ended December 31, 2014 and for the acquisition of the Southwest Operating Field September 1 through December 31, 2014. For this period, the revenues and net loss attributable to the Coke Field and Southwest Operating Field were $11,398,000 and $7,061,000, respectively. The net loss includes a $6,023,000 gain on commodity derivatives related to the Company's volume based production swaps (see NOTE 9) and loss on impairment of oil and gas properties of $12,707,000.

F-18

The following summary presents unaudited pro forma information for the Company for the year ended December 31, 2014, as if the Coke Field acquisition had been consummated at January 1, 2014 (in thousands, except per share amounts):

	Year ended December 31,
	2014
Total revenues	$	18,604
Net loss	(19,111		)
Net loss per common shares, basic and diluted	$	(0.66	)
Weighted average shares outstanding:
Basic	28,855
Diluted	28,855

On July 1, 2015 the Company sold its mineral interests in the "Etzold Field" located in Seward County, Kansas. The Etzold Field was originally purchased in 2010 as a greenfield lab to advance the development of the Company's AERO technology, and the operations have historically been included in the Company's Oil and Gas Segment (see NOTE 16). With the purchase of the larger Coke Field and with the Company's future acquisition plans, the Company made the strategic decision to divest the Etzold Field. Prior to the sale, the Company had associated net assets of $89,000, which were composed primarily of the purchase and development charges less accumulated depreciation and depletion and associated liabilities of $435,000 related to the plugging and abandonment obligation associated with the Etzold Field. In exchange for the leasehold interest in the field, the Company received $75,000 and the purchaser's assumption of the related asset retirement obligation. The Company recognized a gain on the sale of $422,000.

The following table is a summarized operational history of the Etzold Field (in thousands):

	Year ended December 31,
	2014			2015
Revenue	$	327		$	57
Expenses	433			200
Net loss from operations	(106		)	(143		)
Income taxes	—			—
Net loss	$	(106	)	$	(143	)

On June 1, 2015, a subsidiary of the Company, GEP, executed a purchase and sale agreement to acquire certain proved oil and gas mineral leases in Refugio County, Texas (the “Bonnie View Field”) from a third party seller for $2,644,000. The carrying value of the Bonnie View Field is also increased by an asset retirement obligation associated with plugging and abandoning the Bonnie View Field of $432,000. The effective date of the purchase was May 1, 2015. The Company included revenues and expenses related to the Bonnie View Field from June 1, 2015 to December 31, 2015 on our consolidated income statement. For this period, the revenues and net loss attributable to the Bonnie View Field was $447,000 and $3,208,000, respectively. The net loss includes a loss on impairment of oil and gas properties of $2,400,000. The Bonnie View Field does not meet the definition of a significant acquisition which would require pro forma financial information.

F-19

NOTE 6 – ASSET RETIREMENT OBLIGATION

The Company accounts for its asset retirement obligation (“ARO”) in accordance with ASC 410, Asset Retirement and Environmental Obligations. The ARO liability reflects the estimated present value of the amount of dismantlement, removal, site

reclamation, and similar activities associated with our oil and gas properties. 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 can be capitalized as part of the carrying amount of the long-lived asset. The Company determined its 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. The Company has not funded nor dedicated any assets to the 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.

The following is a reconciliation of the liability for the years ended December 31, 2014 and 2015 (in thousands):

	Year ended December 31,
	2014		2015
Balance at the beginning of period	$	305	$	1,329
Liabilities acquired during the period	883		451
Liabilities settled during the period	—		(44		)
Accretion expense	141		156
Sold	—		(435		)
Revisions in estimates	—		65
Balance at the end of the period	$	1,329	$	1,522

The increase in liabilities acquired during the year ended December 31, 2014, was due to the acquisition of the Coke Field and the Southwest Operating Assets.

The increase in liabilities acquired during the year ended December 31, 2015, was due to the acquisition of the Bonnie View Field and drilling activity at the Coke Field. The decreases due to sold wells were due to the sale of the Etzold Field. Additionally, estimated plug date revisions and well plugging and abandonment during the year ended December 31, 2015 caused the changes in the revisions in estimates and liabilities settled during the period, respectively.

The asset retirement obligation is included in the consolidated balance sheets as follows (in thousands):

	December 31,
	2014		2015
Accrued liabilities	$	—	$	65
Asset retirement obligation	1,329		1,457
	$	1,329	$	1,522

F-20

NOTE 7 – ACCRUED EXPENSES

As of December 31, 2014 and 2015, the significant components of accrued expenses reported in the accompanying consolidated balance sheets are as follows (in thousands):

	December 31,
	2014		2015
Accrued compensation and benefits	$	892	$	91
Accrued end-of-term charge (see NOTE 10)	240		—
Accrued interest	15		386
Accrued taxes	223		47
Accrued royalties	164		134
Asset retirement obligations	—		65
Accrued lease operating expenses and other	258		457
	$	1,792	$	1,180

NOTE 8 – FAIR VALUE MEASUREMENTS

The following table summarizes the financial assets measured at fair value, on a recurring basis as of December 31, 2014 and 2015 (in thousands): 

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2014
Short-term commodity derivatives, asset	$	—	$	2,905	$	—	$	2,905
Long-term commodity derivatives, asset	—		2,891		—		2,891
	$	—	$	5,796	$	—	$	5,796

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2015
Short-term commodity derivatives, asset	$	—	$	3,411	$	—	$	3,411

The Level 2 instruments presented in the table above consists of derivative instruments made up of commodity price swaps. The fair values of the Company's commodity derivative instruments are based upon the NYMEX futures value of oil less the contracted per barrel rate to be received. The Company records a liability associated with the futures contracts when the futures price of oil is greater than the contracted per barrel rate to be received and an asset when the futures price of oil is less than the contracted per barrel rate to be received.

NOTE 9 - DERIVATIVE INSTRUMENTS

The Company utilizes derivative financial instruments to manage risks related to changes in oil prices. The Company is currently engaged in oil commodity price swaps where a fixed price is received for a portion of the Company's oil production. In return, the Company pays a floating price based upon NYMEX oil prices. Although these arrangements are designed to reduce the downside risk of a decline in oil prices on the covered production, they conversely limit potential income from increases in oil prices and expose the Company to the credit risk of counterparties. The Company manages the default risk of counterparties by engaging in these agreements with only high credit quality multinational energy companies and through the continuous monitoring of their performance.

F-21

As of December 31, 2015 the Company had the following open positions on its outstanding commodity derivative contracts:

Period	Volume/Month (Bbls)	Price/Unit		Fair Value - Asset
January 2016 - March 2016	7,300	$	86.50	$	1,053,000
April 2016 - December 2016	6,550	$	82.46	$	2,358,000

The derivative contracts are carried at fair value on the consolidated balance sheet as assets or liabilities. The Company has not elected to designate any of these as derivative contracts for hedge accounting. Accordingly, for each reporting period the contracts are marked-to-market and the resulting unrealized changes in the fair value of the assets and liabilities are recognized on the consolidated statements of operations. The payables and receivables resulting from the closed derivative contracts result in realized gains and losses recorded on the Company's consolidated statements of operations. The unrealized and realized gains and losses on derivative instruments are recognized in the gain on commodity derivatives line item located in other (expense) income.

The Company settled its long-term commodity derivative assets on December 23, 2015 in exchange for $2,725,000. At the time of the sale the NYMEX value for the sold portion of the commodity swaps was $3,192,000. Accordingly the sale resulted in a $467,000 loss on commodity derivatives which is included in the gain on commodity derivatives line item on the Company's consolidated statements of operations. As of December 31, 2014 and 2015 the Company had a current asset for commodity derivatives of $2,905,000 and $3,411,000.

The following tables summarize the unrealized and realized gain on commodity derivatives(in thousands):

	Year ended December 31,
	2014		2015
Unrealized gain on commodity derivatives	$	5,796	$	340
Early termination of long-term commodity derivatives	—		(2,725		)
Realized gain on commodity derivatives	227		6,346
	$	6,023	$	3,961

NOTE 10 - LONG TERM DEBT

On June 11, 2012, the Company entered into a secured term promissory note in the amount of $8.0 million. The note contained a 10.0% annual interest rate subject to increase based upon an increase in the prime rate. The loan is secured by substantially all assets of the Company, with the exception of the Coke Field Assets. The lender also received a warrant to purchase shares of the Company’s stock, which were exchanged for 18,208 common shares upon consummation of the Merger. Equal monthly principal payments were due over 27 months beginning in April 2013 through June 2015, plus an end of term charge of $280,000. As of December 31, 2014, the ratable liability for the end of term charge was $240,000 and it is included in other long-term liabilities and accrued expenses in current liabilities on the accompanying 2014 consolidated balance sheet. The loan agreement contains covenants which place restrictions on the incurrence of debt, liens and capital expenditures. As of December 31, 2014 the outstanding loan balance was $1,750,000. On March 2, 2015 the Company elected to prepay the entire remaining indebtedness. The payment included remaining principal of $888,888 and the end of term charge of $280,000.

On March 14, 2014 in connection with the closing of the acquisition of the Coke Field Assets, the Company entered into two financing agreements of $18.0 million and $4.0 million in order to fund a portion of the $38.0 million in cash required for the acquisition.

The $18.0 million note is a senior secured term loan facility of GEP and is secured by the Coke Field and Bonnie View and shares of common stock of GEP. Glori Energy Inc does not guarantee the debt of GEP. The loan has a three year term bearing interest at 11.0% per annum, subject to increase upon a LIBOR rate increase above 1%. The credit agreement requires quarterly principal payments equal to 50% of the excess cash flows, as defined, from the Coke Field Assets during the first year and 75% thereafter subject to a minimum quarterly principal payment of $112,500 plus interest.

F-22

The loan was funded net of closing costs of 2%, or $360,000, which is included in deferred loan costs on the consolidated balance sheets and is being amortized over the loan term. The loan agreement contains covenants which place restrictions on GEP’s ability to incur additional debt, incur other liens, make other investments, capital expenditures and the sale of assets.

Commencing with the quarter ended June 30, 2014, GEP is also required to maintain certain financial ratios related to debt, working capital and proved reserves, all as defined in the loan agreement. In May and November of each year, in accordance with a procedure outlined in the loan agreement, the value of the collateral securing the note is redetermined based on engineering reserve reports submitted by GEP. As of December 31, 2014 and December 31, 2015, the outstanding loan balance was $17,428,000 and $10,452,000, respectively. GEP is in compliance with all covenants as of December 31, 2015. On March 18, 2016, GEP entered into an amendment to the credit agreement on the senior secured term loan facility with its lender, Stellus Capital Investment Corporation, which had the effect of removing the financial ratio covenants and the semi-annual collateral value redetermination until maturity in March 2017. In connection with the amendment, the interest rate on the loan increased to 13.0% per annum from 11.0% , with the additional 2.0% increase to be “paid in kind”, or added to the principal amount. In addition, principal of $37,500 plus interest is payable monthly compared to the minimum principal payments of $112,500 plus interest which was previously payable quarterly. Without this amendment we likely would not have been able to meet all of our financial covenants in the future.

The $4.0 million note had a two year term bearing interest at 12.0% per annum and is secured by the assets of the Company but was subordinated to existing Company debt. The loan was funded net of closing costs of 2%, or $80,000, which were initially included in deferred loan costs on the consolidated balance sheet. The $4.0 million note principal and a $400,000 prepayment penalty plus accrued interest was paid in full on May 13, 2014, and the related remaining deferred loan costs were expensed.

On March 14, 2014, in connection with the purchase of the Coke Field Assets, a subsidiary of the Company, GEP, issued to Petro-Hunt an unsecured, subordinated convertible promissory note for $2.0 million bearing interest at 6.0% per annum. On April 14, 2014 the note was converted into 250,000 shares of post-Merger common stock.

Maturities on long-term debt during the next five years are as follows (in thousands):

Year ended December 31,	Amount
2016	$	480
2017	10,012
2018	9
2019	9
2020	9
Thereafter	6
	$	10,525

NOTE 11 - LOSS PER SHARE

The Company follows current guidance for share-based payments which are considered as participating securities. Share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are designated as participating securities and are included in the computation of basic earnings per share. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is not a contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive.

F-23

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year ended December 31,
	2014			2015
Numerator:
Net loss	$	(18,756	)	$	(36,255	)
Denominator:
Weighted-average common shares outstanding - basic	28,855			31,769
Effect of dilutive securities	—			—
Weighted-average common shares - diluted	28,855			31,769
Net loss per common share - basic and diluted	$	(0.65	)	$	(1.14	)

The following weighted average securities outstanding during the periods below were not included in the calculation of diluted shares outstanding as they would have been anti-dilutive (in thousands):

	Year ended December 31,
	2014	2015
Common stock warrants ($10 strike price)	4,895	5,321
Common stock options	2,311	2,039
Restricted shares	—	82

NOTE 12 - INCOME TAXES

At December 31, 2014 and 2015, the Company had operating loss carryforwards for federal income tax reporting purposes of approximately $45.7 million and $64.5 million, respectively, which will begin to expire in the year 2025, net operating losses for state income tax reporting purposes of approximately $6.6 million and $6.7 million, respectively, which will begin to expire in 2021, and tax credits of approximately $508,000 which will begin to expire in 2027. The Net Operating Loss ("NOL") carry forward has been reduced by approximately $5.4 million because management estimates such amount of the loss carry forwards will expire due to limitations from changes in control.

Income tax benefit for the periods presented differs from the U.S. Federal benefit calculated at the statutory income tax rate due to the following (in thousands):

	Year ended December 31,
	2014			2015
Federal benefit at statutory income tax rate	$	(6,692	)	$	(12,374	)
R&D credits	(83		)	(58		)
Non-deductible (taxable) expenses & other items	(380		)	422
State income taxes - net of federal benefit	(221		)	(33		)
Foreign income taxes	209			(182		)
Change in valuation allowance	7,376			12,043
Taxes on income	$	209		$	(182	)

F-24

The tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets at December 31, 2014 and 2015 are as follows (in thousands):

	Year ended December 31,
	2014			2015
Current deferred tax asset
Deferred revenue and other	$	248		$	9
Less valuation allowance	(225		)	(9		)
	23			—
Current deferred tax liability
Current portion of swap asset	993			1,161
Current deferred tax liability, net	970			1,161
Non-current deferred tax asset
NOL carryforwards (long-term)	16,077			22,233
R&D credits	450			508
Stock compensation	154			346
Depreciable property basis	740			450
Oil and gas properties	4,040			9,386
	21,461			32,923
Less valuation allowance	(19,503		)	(31,762		)
	1,958			1,161
Non-current deferred tax liability
Non-current portion of swap asset	988			—
Non-current deferred tax asset, net	970			1,161
Total deferreds, net	$	—		$	—

F-25

The provision (benefit) for income taxes from continuing operations for the periods indicated are comprised of the following (in thousands):

	Year ended December 31,
	2014		2015
Current tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)
Deferred tax provision (benefit):
Federal	—		—
Foreign	—		—
State	—		—
Total	$	—	$	—
Total tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)

The valuation allowance for deferred tax assets increased by $12.0 million in 2015. In determining the carrying value of a deferred tax asset, accounting standards provide for the weighing of evidence in estimating whether and how much of a deferred tax asset may be recoverable. As we have incurred net operating losses in 2015 and prior years, relevant accounting guidance suggests that cumulative losses in recent years constitute significant negative evidence, and that future expectations about income are insufficient to overcome a history of such losses. Therefore, with the before-mentioned adjustment of $12.0 million, we have reduced the carrying value of our net deferred tax asset to zero. The valuation allowance has no impact on our net operating loss position for tax purposes, and if we generate taxable income in future periods, we will be able to use our NOLs to offset taxes due at that time. We will continue to assess the valuation allowance against deferred tax assets considering all available evidence obtained in future reporting periods.

Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by an NOL after a change in control (typically, a greater than 50% change in ownership) of a loss corporation. Generally, after a control change, loss corporations cannot deduct NOL carryforwards in excess of the Section 382 Limitation.

As of December 31, 2013, the Company had an uncertain tax position related to not filing Form 926 Return by a U.S. Transferor of Property to a Foreign Corporation in the amount of approximately $31,000, for the tax years 2010 and 2011 and these forms would have reported cash transfers to support the operations of its subsidiary Glori Oil S.R.L. The Company has amended these returns and believes any liability will be abated and no longer has an uncertain tax position; accordingly, the Company has not recognized any liability in the accompanying consolidated financial statements. The Company does not expect a material change to the consolidated financial statements related to uncertain tax positions in the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.

Management believes that the issuance of Series B Preferred Stock on October 15, 2009 has resulted in the Section 382 Limitation, and thereby the federal net operating loss carryovers have been reduced by the estimated effect.

The Company's $22.2 million deferred tax asset related to the NOL carryforwards is net of $87,000 of unrealized excess tax benefits related to stock based compensation. The impact of the excess tax benefit will be recognized in additional paid-in capital upon utilization of the Company's NOL and tax credit carryforwards.

F-26

NOTE 13 – EMPLOYEE RETIREMENT SAVINGS PLAN

The Company sponsors an employee retirement saving plan (the “401(k) Plan”) that is intended to qualify under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is designed to provide eligible employees with an opportunity to make regular voluntary contributions into a long-term investment and saving program. There is no minimum age or service requirement to participate, and the Company may make discretionary matching contributions. For the years ended December 31, 2014 and 2015 the Company made matching contributions of $67,000 and $71,000, respectively.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. The Company is not a party to any material litigation or proceedings and is not aware of any material litigation or proceedings, pending or threatened against it.

Commitments

The Company leases two buildings in Houston, Texas and a warehouse facility in Gull Lake, Saskatchewan under operating leases. The Company entered into a two-year lease agreement in October of 2014 for 7,805 square feet of office space in Houston's Westchase District for $18,000 per month, with a one-year extension option at a 4% increase in rent and twoone-year extension options at a to be mutually agreed upon market rate with the lessor. The Company does not intend to renew this lease upon expiration in 2016. The Company's original Houston building lease, which contains office space, warehouse space and a laboratory, expires in May 2017 and is leased for $11,000 per month. The Saskatchewan warehouse is a month-to-month lease which rents for $1,000 per month CDN and is cancelable with 30 days’ notice.

Approximate minimum future rental payments under these noncancelable operating leases as of December 31, 2015 are as follows (in thousands):

	Year ended December 31,
2016	$	295
2017	53
	$	348

Total rent expense for the years ended December 31,2014, and 2015, was $291,000 and $340,000, respectively.

NOTE 15 - STOCK-BASED COMPENSATION

Stock Incentive Plan

As a result of the Merger with Infinity Corp. which consummated on April 14, 2014, the issued and outstanding stock options were canceled and reissued as stock options in the newly merged entity at a conversion ratio of 2.9 to 1.0 pre-Merger stock options to post-Merger stock options. The exercise price of the Glori stock options also increased by the same factor of 2.9. All pre-Merger option disclosures in the note below are shown as converted using these factors. As of December 31, 2014, the total common stock available for issuance pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”) was 2,581,190, as converted. As of April 14, 2014, the plan was amended such that no further options would be issued.

In December 2014, the Company approved the adoption of the 2014 Long Term Incentive Plan ("the 2014 Plan") which authorized 2,000,000 shares to be available for issuance to officers, directors, employees, and affiliates of the Company. Options are issued at an exercise price equal to the fair market value of the Company’s common stock at the grant date. Generally, the options vest 25 percent after one year, and thereafter ratably by month over the following 36 months, and may be exercised for a period of 10 years subject to vesting. As of December 31, 2015, the total common stock available for issuance pursuant to the 2014 Plan was 40,667.

Stock-based compensation expense is included primarily in selling, general and administrative expense and was $296,000 and $1,412,000 for the years ended December 31,2014, and 2015, respectively.

F-27

The Company has future unrecognized compensation expense for nonvested shares at December 31, 2015 of $2,228,000 which have a weighted average vesting period of 2.8 years.

Stock Option Awards:

The following table summarizes the activity of the Company’s plan related to stock options:

	Number of options		Weighted average exercise price per share	Weighted average remaining contractual term (years)	Aggregate intrinsic value
Outstanding as of January 1, 2014	2,322,180		0.81	7.7	782,000
Awarded	7,103		1.16
Exercised	(9,397	)	1.16		70,000
Forfeited or Expired (1)	(19,836	)	1.16
Outstanding as of December 31, 2014	2,300,050		0.82	6.7	7,725,000
Awarded	924,234		1.54
Exercised	(211,246	)	0.66		456,000
Forfeited or Expired (1)	(178,403	)	1.80
Outstanding as of December 31, 2015	2,834,635		1.01	6.9	89,000
Exercisable as of December 31, 2015	1,934,605		0.84	5.7	89,000

(1) Management considers the circumstances generating these forfeitures to be unusual and nonrecurring in nature; accordingly, no allowance for forfeitures of options to purchase shares has been considered in determining future vesting or expense.

The weighted-average grant date fair value for option awards granted during the year was $0.66 and $0.96 for the year ended December 31, 2014 and 2015, respectively. The total fair value of equity awards vested during the year ended December 31, 2014 and 2015 was $303,000, and $249,000, respectively.

The Company has computed the fair value of all options granted during the years ended December 31, 2014 and 2015 using the Black-Scholes option pricing model using the following assumptions:

	Year ended December 31,
	2014	2015
Risk-free interest rate	2.44%	1.55%
Expected volatility	55%	66%
Expected dividend yield	—	—
Expected life (in years)	7.00	6.00
Expected forfeiture rate	—	—

F-28

Restricted Share Awards:

In addition to options during the year ended December 31, 2015 the Company granted restricted share awards to certain executives and members of the board of directors. The following table shows a summary of restricted stock activity for the year ended December 31, 2015:

	Shares		Weighted-average grant date fair value
Non-vested awards outstanding, December 31, 2014	—		—
Granted	1,040,540		$	2.65
Vested	(150,808	)	2.65
Forfeited	(45,140	)	2.13
Non-vested awards outstanding, December 31, 2015	844,592		$	2.67

F-29

NOTE 16 – SEGMENT INFORMATION

The Company generates revenues through the production and sale of oil and natural gas (the “Oil and Gas Segment”) and through the Company’s services provided to third party oil companies (the “AERO Services Segment”). The Oil and Gas Segment produces and develops the Company’s acquired oil and natural gas interests and the revenues derived from this segment are from sales to the first purchaser. During 2015, the Company used three such arrangements for oil sales, one for the Etzold Field located in Seward County, Kansas and one for oil for the Coke Field located in Wood County, Texas and one for the Bonnie View Field located in Refugio County, Texas.

The AERO Services Segment derives revenues from external customers by providing the Company’s biotechnology solutions of enhanced oil recovery through a two-step process consisting of (1) the Analysis Phase and (2) the Field Deployment Phase.

The Analysis Phase work is a reservoir screening process whereby the Company obtains field samples and evaluates the Company’s potential for AERO Services Segment success. This process is performed at the Company’s Houston laboratory facility. The Science and Technology expenses shown on the Company’s consolidated statements of operations are the expenses that are directly attributable to the Analysis Phase and expenses associated with the Company’s on-going research and development of its technology and are included in the "Corporate Segment".

In the Field Deployment Phase, the Company deploys skid mounted injection equipment used to inject nutrient solution in the oil reservoir. The work in this phase is performed in oil fields of customers located in the United States and internationally and in the Company’s own oil fields. The service operations expense shown on the Company’s consolidated statements of operations are the expenses that are directly attributable to the Field Deployment Phase and are included in the AERO Services Segment.

Earnings of industry segments exclude income taxes, interest income, interest expense and unallocated corporate expenses.

Although the AERO Services Segment provides enhanced oil recovery services to the Oil and Gas Segment, the Company does not utilize intercompany charges for these services. The direct costs of the services such as the injection solution, transportation of the solution and expenses associated with the injection are charged directly to the Oil and Gas Segment. All of the AERO Services Segment capital expenditures and depreciation associated with injection equipment is viewed as part of the AERO Services Segment.

The following tables set forth summary financial data by operating segments (in thousands):

	Oil and Gas			AERO Services		Corporate			Total
Year ended December 31, 2014
Revenues	$	11,724		$	4,135	$	—		$	15,859
Operating expenses	10,777			3,528		7,788			22,093
Impairment of oil and gas properties	13,160			—		—			13,160
Depreciation, depletion and amortization	4,188			404		32			4,624
(Loss) income from operations	(16,401		)	203		(7,820		)	(24,018		)
Other income (expense)	6,023			—		(552		)	5,471
Taxes on income	—			—		209			209
Net (loss) income	(10,378		)	203		(8,581		)	(18,756		)
Property, plant and equipment, net	$	27,078		$	1,636	$	99		$	28,813
Total assets	$	34,163		$	1,789	$	31,483		$	67,435

F-30

	Oil and Gas			AERO Services			Corporate			Total
Year ended December 31, 2015
Revenues	$	7,397		$	1,605		$	—		$	9,002
Operating expenses	9,974			1,771			7,824			19,569
Impairment of oil and gas property	22,600			—			—			22,600
Depreciation, depletion and amortization	4,953			327			227			5,507
Loss from operations	(30,130		)	(493		)	(8,051		)	(38,674		)
Other income (expense)	4,382			—			(2,145		)	2,237
Taxes on income	—			—			(182		)	(182		)
Net loss	$	(25,748	)	$	(493	)	$	(10,014	)	$	(36,255	)
Property, plant and equipment, net	$	5,741		$	1,294		$	280		$	7,315
Total assets	$	10,098		$	1,816		$	10,350		$	22,264

The following table shows the total revenue by geography (in thousands):

	Year Ended December 31,
	2014		2015
Revenues
United States	$	13,233	$	7,640
Canada	2,220		317
Brazil	406		1,045
Total revenues	$	15,859	$	9,002

NOTE 17 – SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (Unaudited)

Reserve Quantity Information

For all years presented, the estimate of proved reserves and related valuations were based on reports prepared by the Company’s independent petroleum engineers.

Proved reserve estimates included herein conform to the definitions prescribed by the U.S. Securities and Exchange Commission. The estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

Proved reserves are estimated quantities of crude oil, natural gas and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under economic and operating conditions existing as of the end of each respective year. Proved developed reserves are those that are expected to be recovered through existing wells with existing equipment and operating methods.

F-31

Presented below is a summary of the changes in estimated proved reserves of the Company, all of which are located in the United States, for the years ended December 31, 2014 and 2015:

Quantities of Proved Reserves:

	Crude Oil and Condensate		Natural Gas
	(Mbbls)		(Mmcf)
Proved Developed Reserves, January 1, 2014	18		—
Purchase of minerals in place (1)	1,728		384
Production	(133	)	(72	)
Revisions of previous estimates (2)	(211	)	(258	)
Proved Developed Reserves, December 31, 2014	1,402		54
Purchase of minerals in place (3)	74		68
Sale of minerals in place (4)	(14	)	—
Production	(155	)	(90	)
Revisions of Previous Estimates (5)	(612	)	19
Proved Developed Reserves, December 31, 2015	695		51

(1) Purchase of the Coke Field Assets on March 14, 2014 and the Southwest Operating Assets on September 1, 2014.

(2) The reserves revision is due to an increase in costs over our prior year reserve report.

(3) Purchase of the Bonnie View Field on June 1, 2015.

(4) Sale of the Etzold Field on July 1, 2015,

(5) The oil reserves revision is due to a decline in oil prices throughout 2015.

Proved Developed and Undeveloped Reserves:

	Crude oil and condensate	Natural gas
	(Mbbls)	(Mmcf)
December 31, 2014
Proved developed reserves	1,402	54
Proved undeveloped reserves	—	—
Total	1,402	54
December 31, 2015
Proved developed reserves	695	51
Proved undeveloped reserves	—	—
Total	695	51

F-32

Capitalized Costs Related to Oil and Gas Producing Activities

The following table presents the Company’s capitalized costs related to oil and gas producing activities at December 31, 2014 and 2015(in thousands): 

	December 31,
	2014			2015
Unproved properties	$	196		$	443
Proved properties	45,694			48,454
Total	45,890			48,897
Less - accumulated depreciation, depletion and amortization (1)	(19,612		)	(44,181		)
Net capitalized costs	$	26,278		$	4,716

(1) Accumulated depreciation, depletion and amortization includes the 2014 oil and gas property impairment of $13,160,000 and the 2015 impairment of $22,600,000.

Costs Incurred in Oil and Gas Producing Activities

The following table presents the net costs incurred in property acquisition, exploration and development activities for the years ended December 31, 2014 and 2015(in thousands):

	Year ended December 31,
	2014		2015
Acquisition of properties	$	42,788	$	3,705
Development	—		2,534
Total costs incurred	$	42,788	$	6,239

F-33

Results of Operations from Oil and Gas Producing Activities

The following table presents the Company’s results of operations from oil and gas producing activities for the years ended December 31, 2013, 2014 and 2015(in thousands):

	For the Year ended December 31,
	2014			2015
Revenues from oil and gas producing activities	$	11,724		$	7,397
Production costs	6,631			6,588
Exploration expense	—			102
Ad valorem taxes	438			420
State severance taxes	547			343
Impairment of oil and gas property	13,160			22,600
Depreciation, depletion and amortization	3,960			4,723
Total expenses	24,736			34,776
Pre-tax loss from producing activities	(13,012		)	(27,379		)
Income tax expense	—			—
Results of oil and gas producing activities	$	(13,012	)	$	(27,379	)

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows relating to proved oil and gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with ASC 932, Extractive Activities – Oil and Gas. Future cash inflows as of December 31, 2014 and 2015, were computed by applying average fiscal-year prices (calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month periods ended December 31, 2014 and 2015) to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming the continuation of existing economic conditions.

Future income tax expense is calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of the properties involved. Future income tax expense gives effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows. This calculation does not necessarily result in an estimate of the fair value of the Company’s oil and gas properties.

F-34

Presented below is the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Future cash inflows	$	133,235		$	33,926
Future production and development costs
Production	(86,032		)	(26,442		)
Development	—			(136		)
Future cash flows before income taxes	47,203			7,348
Future income taxes	—			—
Future net cash flows after income taxes	47,203			7,348
10% annual discount for estimated timing of cash flows	(17,111		)	(2,586		)
Standardized measure of discounted future net cash flows	$	30,092		$	4,762

The following reconciles the changes in the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Balance, beginning of year	$	561		$	30,092
Changes from:
Sales, net of production costs	(4,108		)	(46		)
Net changes in prices and production costs	2,445			(12,882		)
Extensions	—			544
Divestiture of reserves	—			(337		)
Revisions to quantity estimates	(8,044		)	(16,436		)
Accretion of discount	56			3,009
Purchases of reserves in place	38,211			1,188
Net changes in income taxes	—			—
Changes in timing of cash flows and other	971			(370		)
Balance, end of year	$	30,092		$	4,762

F-35

NOTE 18 - SELECTED QUARTERLY FINANCIAL RESULTS (Unaudited)

Unaudited quarterly operating results were as follows (in thousands; except per share data):

	2014 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	1,002		$	5,556		$	5,458		$	3,843
Loss from operations	(2,796		)	(1,880		)	(1,633		)	(17,709		)
Net loss applicable to stockholders	(684		)	(6,060		)	(356		)	(11,656		)
Net loss per common share, basic and diluted (1)	$	(0.60	)	$	(0.20	)	$	(0.01	)	$	(0.37	)
Weighted average shares outstanding, basic and diluted (2)	1,137			29,642			31,475			31,499
	2015 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	2,567		$	2,632		$	2,019		$	1,784
Loss from operations	(3,606		)	(3,604		)	(3,867		)	(27,597		)
Net loss applicable to stockholders	(2,984		)	(4,916		)	(1,303		)	(27,052		)
Net loss per common share, basic and diluted (1)	$	(0.09	)	$	(0.15	)	$	(0.04	)	$	(0.85	)
Weighted average shares outstanding, basic and diluted	31,563			31,803			31,845			31,859

1)Quarterly loss per share is based on the weighted average number of shares outstanding during the quarter. Because of changes in the number of shares outstanding during the quarters, due to the exercise of stock options and issuance of common stock, the sum of quarterly losses per share may not equal loss per share for the year.

2) As a result of the Merger with Infinity Corp., which consummated on April 14, 2014, the issued and outstanding common stock was canceled and reissued as common stock in the newly merged entity at a conversion ratio of 2.9 pre-Merger common stock to 1 post-Merger common stock. For the periods prior to the Merger, the above table reflects the common stock as converted to post-Merger common stock using this ratio.

F-36

EXHIBIT INDEX
Exhibit	Description
2.1	Merger and Share Exchange Agreement, dated January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 2, 2014)
2.2	First Amendment to the Merger and Share Exchange Agreement, dated February 20, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 18, 2014)
2.3	Second Amendment to the Merger and Share Exchange Agreement, dated March 20, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 2, 2014)
3.1	Amended and Restated Certificate of Incorporation of Glori Energy Inc. (incorporated by reference to Exhibit 3.3 of the Company's Form 8-K/A, filed May 2, 2014)
3.2	Amendment to Bylaws of Glori Energy, Inc. (incorporated by reference to Exhibit 3.4 of the Company's Form 8-K, filed April 18, 2014)
3.3*	Amended and Restated Bylaws of Glori Energy, Inc.
4.1	Rights of Common Stockholders (incorporated by reference to Exhibit 3.1 and 3.2 hereto)
4.2	Lock-Up Agreement by and among Glori Acquisition Corp., Glori Energy Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and each of the signatories thereto (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K/A, filed May 2, 2014)
4.3	Registration Rights Agreement dated April 14, 2014 by and among Glori Acquisition Corp. and each of the signatories thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 2, 2014)
4.4	Registration Rights Agreement dated April 14, 2014 by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 2, 2014)
4.5	Amendment No. 1 to Warrant Agreement dated April 14, 2014 between Infinity Cross Border Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 2, 2014)
4.6	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 of the Company’s Form S-3/A, filed June 16, 2014)
10.1	Share Purchase Agreement, dated January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed April 18, 2014
10.2	Agency Representation Agreement, effective December 31, 2013, by and among Glori Energy, Inc. and Petro-King Oilfield Technology LTD (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K, filed April 18, 2014)
10.3	Loan and Security Agreement, dated as of June 11, 2012, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.(incorporated by reference to Exhibit 10.6 of the Company's Form 8-K, filed April 18, 2014)
10.4	Amendment No. 1 to Loan and Security Agreement, dated June 27, 2013, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.(incorporated by reference to Exhibit 10.7 of the Company's Form 8-K, filed April 18, 2014)
10.5	Warrant Agreement, dated June 11, 2012, by and among Glori Energy Inc. and Hercules Technology Growth Capital, Inc. (incorporated by reference to Exhibit 10.8 of the Company's Form 8-K, filed April 18, 2014)
10.6	Convertible Note Purchase Agreement, dated May 31, 2011, by and among Glori Energy Inc. and Energy Technology Ventures, LLC (incorporated by reference to Exhibit 10.9 of the Company's Form 8-K, filed April 18, 2014)
10.7	Series C-1 Preferred Stock and Warrant Purchase Agreement, dated April 30, 2013, by and among Glori Energy Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.11 of the Company's Form 8-K, filed April 18, 2014)

F-37

10.8	Series C-2 Preferred Stock and Warrant Purchase Agreement, dated March 14, 2014, by and among Glori Energy Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.12 of the Company's Form 8-K, filed April 18, 2014)
10.9	Note Purchase Agreement dated March 14, 2014, by and among Glori Energy Production Inc. and the purchasers thereto (incorporated by reference to Exhibit 10.13 of the Company's Form 8-K/A, filed May 2, 2014)
10.10	Second Lien Secured Term Note, dated March 13, 2014, by Glori Energy Inc. to E.W. Holdings Inc. (incorporated by reference to Exhibit 10.14 of the Company's Form 8-K/A, filed May 2, 2014)
10.11	Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plant dated April 14, 2014 (incorporated by reference to Exhibit 10.15 of the Company's Form 8-K, filed April 18, 2014)
10.12	Form of Termination and Release Agreement (incorporated by reference to Exhibit 10.18 of the Company's Form 8-K, filed April 18, 2014)
10.13	BP Swap Agreement (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed August 13, 2014)
10.14	Second Amendment to Note Purchase Agreement made and entered into as of August 11, 2014, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory signed thereto (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed August 13, 2014)
10.15	Third Amendment to the Note Purchase Agreement made and entered into as of November 5, 2015, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory thereto (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed November 6, 2015)
10.16*	Fourth Amendment to the Note Purchase Agreement made and entered into as of March 18, 2016, between Glori Energy Production Inc., Stellus Capital Investment Corporation and each of the holders signatory thereto
10.17	Office space lease agreement entered into as of October 2, 2014, between Glori Energy Inc. and Fugro N.V. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, filed November 12, 2014)
10.18 †	Employment Agreement by and between Stuart M. Page and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K/A filed May 2, 2014)
10.19 †	Employment Agreement by and between Victor M. Perez and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K/A, filed May 2, 2014)
10.20*	Employment Agreement by and between Michael Pavia and Glori Acquisition Corp. (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K/A, filed May 2, 2014)
10.21 †	Executive Chairman Agreement by and between Kevin Guilbeau and Glori Energy Inc. (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K filed October 13, 2015).
10.22 †	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 of the Company's Form 8-K, filed April 18, 2014)
10.23 †	Form of Director Agreement (incorporated by reference to Exhibit 10.17 of the Company's Form 8-K, filed April 18, 2014)
10.24 †	Glori Oil Limited 2006 Stock Option and Grant Plan (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8, filed August 21, 2014)
10.25 †	Glori Energy Inc. 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8, filed December 29, 2014)
10.26 †	Form of Employee Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 99.2 of the Company’s Form S-8, filed December 29, 2014)
10.27 †	Form of Employee Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.3 of the Company’s Form S-8, filed December 29, 2014)
10.28 †	Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.4 of the Company’s Form S-8, filed December 29, 2014)
10.29 †	Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.5 of the Company’s Form S-8, filed December 29, 2014)
10.30 †	Form of Director Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.6 of the Company’s Form S-8, filed December 29, 2014)
10.31 †	Form of Consultant Restricted Stock Award Agreement (incorporated by reference to Exhibit 99.7 of the Company’s Form S-8, filed December 29, 2014)
10.32 †	Form of Consultant Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 99.8 of the Company’s Form S-8, filed December 29, 2014)
14.1	Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of the Company's For 10-K, filed March 12, 2015.)
21.1*	List of Subsidiaries

F-38

23.1*	Consent of Grant Thornton LLP
23.2*	Consent of William M. Cobb & Associates Inc.
31.1*	Certification by Stuart Page, Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification by Victor Perez, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification by Stuart Page, Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification by Victor Perez, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*	William M. Cobb & Associates, Inc. reserve engineer report at January 1, 2016
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extenstion Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith
†	Indicates management contract or compensatory plan or arrangement.

F-39

EX-3.3

AMENDMENT TO BYLAWS

of

GLORI ENERGY INC.

Section 2.2 of Article II of the Company’s Bylaws is amended as set forth below, effective for the 2016 annual meeting of stockholders. Additions are indicated by underline, and deletions are indicated by strike-through.

2.2 Number, Classes, Election and Term of Office.

(a) Number.The Board of Directors shall initially consist of 12 members, each of whom shall be a natural person. The number of directors shall be fixed, and may be increased or decreased from time to time, exclusively by a resolution adopted by a majority of the entire Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The Board of Directors in its discretion may elect from among its members a Chairman who shall preside at board meetings and generally manage the affairs of the Board of Directors. All directors shall be elected at each annual stockholders meeting.

Classes. The directors shall be divided into two classes, designated Class A and Class B. Each class shall consist, as nearly as may be possible, of one-half of the total number of directors constituting the entire board of directors. The Class A Directors shall serve from the date of adoption of these Bylaws until the annual meeting of stockholders in 2015. At the 2015 annual meeting of stockholders, Class A Directors shall be elected to serve until the annual meeting of stockholders held in the second year following such election. The Class B directors shall serve from the date of adoption of these Bylaws until the annual meeting of stockholders held in the second year after such adoption. At the 2016 annual meeting of stockholders, Class B directors shall be elected to serve until the annual meeting of stockholders held in 2016. At each succeeding annual meeting of stockholders beginning in 2017, successors to the class of directors whose term expires at that annual meeting shall be elected to serve until the annual meeting of stockholders held in the second year following such election. If the number of directors is changed, any increase or decrease shall be apportioned among the Class A Directors and Class B directors so as to maintain the number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director.

Adopted by Resolutions of the Board of Directors March 25, 2015 and April 15, 2015

Approved by the Stockholders of Glori Energy Inc. on June 25, 2015

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EX-10.16

Execution Version

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

US 4013706v.12

THIS Fourth Amendment to Note Purchase Agreement (this “Fourth Amendment”) is made and entered into as of March 18, 2016, between GLORI ENERGY PRODUCTION INC., a corporation organized and existing under the laws of the State of Texas (the “Company”), STELLUS CAPITAL INVESTMENT CORPORATION, a corporation organized and existing under the laws of the State of Maryland, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).

RECITALS

A. The Company, the Administrative Agent and the Holders are parties to that certain Note Purchase Agreement dated as of March 14, 2014, as amended by the First Amendment to the Note Purchase Agreement dated as of March 26, 2014, the Second Amendment to the Note Purchase Agreement dated as of August 11, 2014 and the Third Amendment to the Note Purchase Agreement dated as of November 5, 2015 (the “Note Purchase Agreement”).

B. The Company, the Administrative Agent and the Purchasers have agreed to amend the Note Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set out in Article III below, the parties hereto hereby agree, effective as of the Effective Date (as defined below), to amend the Note Purchase Agreement as set forth herein and otherwise agree as follows:

ARTICLE I
DEFINITIONS

1.1Terms Defined. Capitalized terms used, but not defined, in this Fourth Amendment shall have the same meanings as set forth in the Note Purchase Agreement.

ARTICLE II
AMENDMENT

2.1Amendments to Section 7.3.

(a) Section 7.3(a) of the Note Purchase Agreement is hereby amended by (i) replacing the reference therein to “commencing July 1, 2014” with “commencing April 1, 2016”, (ii) replacing the reference therein to “$112,500” with “$37,500” and (iii) inserting the following sentence at the end of such section: “The Company shall, on the Fourth Amendment Effective Date, without any Prepayment Percentage or other premium or penalty, repay the principal amount outstanding under the Notes in an amount equal to $75,000, plus accrued unpaid interest with respect to such prepaid principal amount.”

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(b) Section 7.3(b) of the Note Purchase Agreement is hereby amended by (i) replacing the first reference therein to “Interest Payment Date” with “Sweep Payment Date”, (ii) deleting the reference to “commencing August 15, 2014” and (iii) deleting clause (ii) thereof and replacing it as follows: “(ii) the aggregate amount paid by the Company pursuant to Section 7.3(a) on each Interest Payment Date during the fiscal quarter most recently ended, in accordance with Section 13.1(e)”.

(c) Section 7.3(e) is hereby amended by deleting such clause and replacing it in its entirety as follows: “(e) [Reserved]”.

2.2Amendment to Section 7.7. Section 7.7(a) of the Note Purchase Agreement is hereby amended by deleting such section and replacing it in its entirety as follows:

“(a)    The outstanding principal amount of the Notes shall bear interest until maturity at a varying rate per annum equal to the Pre-Default Interest Rate, but in no event to exceed the Highest Lawful Rate. Accrued unpaid interest shall be due and payable in arrears (i) on each Interest Payment Date; provided that, at the Company’s option, commencing on and after April 1, 2016, up to 200 basis points of the Pre-Default Interest Rate may be payable-in-kind by increasing the outstanding principal amount of the Notes (a “PIK Payment”), and (ii) at maturity. Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest in accordance with this Section 7.7 on such increased principal amount from and after the date of such PIK Payment.”

2.3Amendment to Section 7.10. Section 7.10 of the Note Purchase Agreement is hereby amended by deleting such section and replacing it in its entirety as follows:

“7.10    [Reserved].”

2.4Amendment to Section 10.1. Section 10.1 of the Note Purchase Agreement is hereby amended by:

(a) deleting the following parenthetical in clause (a) thereof: “(without a ‘going concern’ or like qualification or exception and without any qualification or exception as to the scope of such audit)”.

(b) deleting clause (c)(ii) thereof and replacing it in its entirety as follows: “(ii) [reserved] and;” and

(c) inserting the following at the end of such section as new clauses (t) and (u):

“(t)    Monthly Deposit Account Statements. Promptly, but in any event within five (5) Business Days after the end of each month, a copy of the monthly account statement for each deposit account of the Company subject to the Deposit Account Control Agreement.

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(u)    Aging Reports. Together with each delivery of financial statements pursuant to Section 10.1(a) and Section 10.1(b), a summary of the accounts payable aging report of Holdings and the Company as of the end of such period, in each case in form and substance reasonably satisfactory to the Administrative Agent.”

2.5Amendment to Section 10.5. Section 10.5 of the Note Purchase Agreement is hereby amended by deleting such section and replacing it in its entirety as follows:

“10.5    Payment of Obligations. (a) Each Obligor will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities of each Obligor and each Subsidiary by the earlier (such date, the “obligation payment date”) to occur of (a) the later of (i) 45 days following the date of invoice and (ii) as agreed by the obligee of such obligations if such later date is consented to by the Requisite Holders and (b) before the same shall become delinquent or in default, in each case, except where (x) the validity or amount thereof is being contested in good faith by appropriate proceedings, (y) such Obligor or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (z) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of such Obligor or any Subsidiary. From the period beginning on the Fourth Amendment Effective Date and ending on the Final Maturity Date, if the Company does not pay such obligations (other than the Notes or other Indebtedness arising under the Note Documents) owing by it on or before the obligation payment date, then the Company will receive additional funds from Parent in an amount necessary to enable the Company to fund such obligations.

(b)    From the period beginning on the Fourth Amendment Effective Date and ending on the Interest Payment Date immediately preceding the Final Maturity Date, the Company will receive additional funds from Parent in an amount necessary to enable the Company to comply with the Company’s obligations under Section 7.3(a), plus accrued and unpaid interest with respect to any such principal amount prepaid pursuant thereto. For the avoidance of doubt, the Company will not be required to receive additional funds from Parent with respect to the payment of the unpaid balance of the Notes on the Final Maturity Date or upon acceleration thereof.

2.6Amendment to Section 10.15. Section 10.15 is hereby amended by deleting clause (b) thereof and replacing it in its entirety as follows: “(b) [reserved]”.

2.7Amendment to Section 10.16. Section 10.16 of the Note Purchase Agreement is hereby amended by deleting the last two sentences of clause (c) thereof and replacing them in their entirety as follows: “To the extent that the Administrative Agent or the Required Holders are not satisfied with title to any Additional Properties after the 60-day period has elapsed, such unacceptable Additional Properties shall not count towards the 80% requirement.”

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2.8Amendment to Section 10.19. Section 10.19 of the Note Purchase Agreement is hereby amended by deleting such section and replacing it in its entirety as follows:

“10.19    Swap Agreement. The Obligors will maintain in full force and effect the Swap Agreements entered into on the Closing Date pursuant to Section 5.17, other than in respect of such Swap Agreements hedging 2017 and 2018 volumes, which were terminated with the Administrative Agent’s consent and the proceeds of which were used to prepay the Indebtedness.”

2.9Amendment to Section 10. Section 10 of the Note Purchase Agreement is hereby amended by inserting the following at the end of such section as a new Section 10.24:

“10.24    Post-Fourth Amendment Obligations. No later than 30 days following the Fourth Amendment Effective Date (or such later date as is required for the Company to obtain the requisite Governmental Requirements in connection with the completion of Phase II of its AERO program as long as the Company is working diligently to obtain such Governmental Requirements), the Company shall have completed a Permitted Equity Raise in an aggregate amount that the Parent and the Company determine is necessary to complete Phase II of the Company’s AERO program, which net proceeds shall be applied to complete Phase II of the Company’s AERO program.”

2.10Amendment to Section 11.1. Section 11.1 of the Note Purchase Agreement is hereby amended by deleting such section and replacing it in its entirety as follows:

“11.1    [Reserved].”

For the avoidance of doubt, the Company shall not be required to comply with Section 11.1 commencing with, and as of the last day of, the fiscal quarter of the Company ending on December 31, 2015.

2.11Amendment to Section 11.2. Section 11.2 of the Note Purchase Agreement is hereby amended by deleting clause (c) thereof and replacing it in its entirety as follows, effective as of Closing Date:

“(c) (i) intercompany Debt between any Obligor and any Subsidiary or between Obligors or between Subsidiaries, (ii) Debt owed by the Company to Holdings with respect to any Permitted Operator Payments and (iii) Parent Debt; provided that (x) with respect to Debt incurred pursuant to clause (i) above, such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than any Obligor or one of the Wholly-Owned Subsidiaries and (y) with respect to Debt incurred pursuant to clauses (i) through (iii) above, that any such Debt shall be subordinated to the Indebtedness;”

2.12Amendment to Section 17.1. Section 17.1(a) of the Note Purchase Agreement is hereby amended by inserting the following sentence at the end of such section:

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“For the avoidance of doubt, the Company agrees that it shall pay all reasonable fees, charges and disbursements of one outside operational consultant for the Holders, including, but not limited to, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses incurred by such consultant, who shall work with the Company’s outside operational consultant with the intent of pursuing opportunities to improve the Company’s operations and reduce the Company’s lease operating expenses; provided that, unless an Event of Default has occurred and is continuing, the aggregate amount of fees, charges and disbursements of such outside operational consultant that shall be reimbursed by the Company shall not exceed $25,000 without the consent of the Company (such consent not to be unreasonably withheld or delayed).”

2.13Amendment to Exhibit 5.6. Exhibit 5.6 of the Note Purchase Agreement is hereby amended by deleting clauses (c), (d) and (e) thereof and replacing the reference therein to “(f)” with “(c)”.

2.14Amendment to Schedule B.

(a) Schedule B of the Note Purchase Agreement is hereby amended by amending and restating the following definitions therein to read as follows:

“Indebtedness” means any and all amounts owing or to be owing by any Credit Party, any Obligor, any Subsidiary or any Guarantor (whether direct or indirect, including those acquired by assumption, absolute or contingent, due or to become due, now existing or hereafter arising) to any Holder under any Note Document and all renewals, extensions and/or rearrangements thereof.

“Interest Payment Date” means the first Business Day of each calendar month.

“Pre-Default Interest Rate” means a varying per annum interest rate (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the LIBO Rate, which shall in no event be less than one percent (1%) per annum, plus (b) (i) prior to April 1, 2016, 1000 basis points and (ii) on and after April 1, 2016, 1200 basis points. Any change in the Pre-Default Interest Rate due to a change in the LIBO Rate shall be effective from and including the first day of each month.

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each January 1st or July 1st the oil and gas reserves attributable to the Oil and Gas Properties of the Company and its Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date.

(b) Schedule B of the Note Purchase Agreement is hereby amended by adding the following new definitions thereto where alphabetically appropriate to read as follows:

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“Fourth Amendment” means that certain Fourth Amendment to Note Purchase Agreement, dated as of March 18, 2016, by and among the Company, each Holder party thereto, and the Administrative Agent.

“Fourth Amendment Effective Date” means the “Effective Date” as such term is defined in the Fourth Amendment.

“Parent Debt” means Debt of the Company owing to Parent, Holdings or Glori Energy Technology Inc. (“GETI”) to the extent incurred in connection with the receipt of funds by the Company from Parent, Holdings or GETI, as applicable, pursuant to Section 10.5(a) to enable the Company to fund its payment obligations; provided that such Debt (i) is not held, assigned, transferred, negotiated or pledged to any Person other than Parent, Holdings or GETI, (ii) is incurred following the date the applicable payment obligation of the Company has been incurred, (iii) is not incurred with respect to any payment obligation of the Company incurred following the Fourth Amendment Effective Date and (iv) does not exceed, at any time, the amount of funds actually received by the Company to fund such payment obligations.

“Sweep Payment Date” means the first Business Day of each fiscal quarter.

(c) Schedule B of the Note Purchase Agreement is hereby amended by deleting the following definitions in their entirety: “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated Total Debt”, “Consolidated Working Capital Ratio”, “Engineering Report”, “General Parameters”, “New RAPV Notice”, “Proposed RAPV Notice”, “Proposed Risk Adjusted Present Value”, “Redetermination”, “Reserve Ratio”, “Risk Adjusted Present Value” and “Scheduled Redetermination”.

ARTICLE III
CONDITIONS

3.1Conditions. This Fourth Amendment shall be effective on the date (the “Effective Date”) on which the Administrative Agent and the Holders have received each of the following documents (as specified) and the following conditions have been satisfied, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance:

(a)FourthAmendment. The Administrative Agent shall have received from the Company and the Holders executed counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment.

(b)Interest, Fees and Expenses. The Administrative Agent shall have received (i) all accrued and unpaid interest that is due and payable and accrued on or prior to February 29, 2016 and (ii) all costs and expenses payable by the Company pursuant to the terms of the Note Purchase Agreement.

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(c)Default, etc. After giving effect to the Fourth Amendment, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing.

(d)Consents and Approvals. The Company shall have received all consents and approvals required by Section 8.3 of the Note Purchase Agreement to be obtained on or prior to the Effective Date, if any.

(e)Change of Corporate Structure. No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the Initial Closing Date except in compliance with the terms of the Note Purchase Agreement.

(f)Representations and Warranties. After giving effect to the Fourth Amendment, the representations and warranties of the Company set forth in the Note Purchase Agreement and in the other Note Documents shall be true and correct on and as of the Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(g)Proceedings and Documents. All proceedings in connection with the transactions contemplated by the Note Purchase Agreement (including this Fourth Amendment thereto) and the other Note Documents and all documents and instruments incident to all such transactions shall be reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

ARTICLE IV
MISCELLANEOUS

4.1Ratification and Affirmation; Representations and Warranties. The Company hereby (a) ratifies, approves and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Note Document to which it is a party and agrees that each Note Document to which it is a party remains in full force and effect, except as expressly amended hereby, and (b) represents and warrants to the Holders that as of the date hereof, after giving effect to the terms of this Fourth Amendment: (i) all of the representations and warranties contained in each Note Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) since the Closing Date, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. All references to the Note Purchase Agreement herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Note Purchase Agreement, as amended hereby.

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4.2Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Obligor hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges the Administrative Agent, each Holder, each of their respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the “Released Parties” and individually a “Released Party”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “Released Claims”), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the date hereof and are in any way directly or indirectly arising out of or in any way connected to any of this Fourth Amendment, the Note Purchase Agreement, any other Note Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released Matters”). Each Obligor, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 4.2 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising on or prior to the date hereof in connection with the Released Matters herein compromised and settled. Each Obligor hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Obligors pursuant to this Section 4.2. In entering into this Fourth Amendment, each Obligor consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 4.2 shall survive the occurrence of the termination of this Fourth Amendment, the Note Purchase Agreement and the other Note Documents and payment in full of the Indebtedness.

4.3Note Document. This Fourth Amendment and each agreement, instrument, certificate or document executed by the Company or any of its officers in connection therewith are “Note Documents” as defined and described in the Note Purchase Agreement and all of the terms and provisions of the Note Purchase Agreement relating to Note Documents shall apply hereto and thereto.

4.4Governing Law. THIS FOURTH AMENDMENT, THE OTHER NOTE DOCUMENTS AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.5No Oral Agreement. This Fourth Amendment, the Note Purchase Agreement and the other Note Documents executed in connection herewith and therewith represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous,

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or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

4.6Severability of Provisions. Any provision in this Fourth Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Fourth Amendment are declared to be severable.

4.7Counterparts. This Fourth Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Fourth Amendment by signing any such counterpart.

4.8Headings. Article and section headings in this Fourth Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Fourth Amendment.

4.9Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto, all Holders (as defined in the Note Purchase Agreement) and their respective successors and permitted assigns.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first above mentioned.

COMPANY:

Glori Energy Production Inc.

By: /s/ Victor M. Perez

Name:    Victor M. Perez    

Title:    CFO

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HOLDERS:

Stellus Credit VCOC SPV, LLC

By: /s/ W. Todd Huckinson

Name: W. Todd Huskinson

Title: Authorized Signatory

Stellus Credit Master Fund I SPV, LLC

By: /s/ W. Todd Huckinson

Name: W. Todd Huskinson

Title: Authorized Signatory

Stellus Capital Investment Corporation

By: /s/ W. Todd Huckinson

Name: W. Todd Huskinson

Title: Authorized Signatory

ADMINISTRATIVE AGENT:

Stellus Capital Investment Corporation

By: /s/ W. Todd Huckinson

Name: W. Todd Huskinson

Title: Authorized Signatory

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EX-10.20

Execution version

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), including the attached Exhibit A, which are made a part hereof for all purposes, between Glori Energy Inc. (f/k/a/ Glori Acquisition Corp.), a Delaware corporation (the “Company”), and

Michael Pavia (“Executive”) is effective as of April 14, 2014, (the “Effective Date”). The Company and Executive agree as follows:

1TERM AND POSITION: The Company agrees to employ Executive, and Executive agrees to be employed by the Company, in the Positions and for the Term stated on Exhibit A. During the Term of this Agreement, Executive shall devote his full time and undivided attention during business hours to the business and affairs of the Company (including its subsidiaries), and to the extent requested by the Company, any parent company of the Company (a “Parent Company”), except for vacations, illness or incapacity; however, nothing in this Agreement shall preclude Executive from: (i) engaging in charitable and community activities, or (ii) managing his personal investments, provided that such activities in subparts (i) and (ii) do not materially interfere with the performance of his duties and responsibilities under this Agreement. The Board of Directors of the Company (the “Board”) shall give Executive written notice of any such activities that it reasonably believes materially interfere with the performance of his duties hereunder and provide Executive with a reasonable period of time to correct such interference.

2COMPENSATION: While Executive serves in the Positions set forth on Exhibit A, Executive’s annual base salary, as set forth on Exhibit A, shall be paid in accordance with the Company’s standard payroll practices for its executive officers. Executive’s compensation as an employee of the Company shall also include annual bonus opportunities and periodic long-term incentive awards, in cash and/or stock of the Company’s ultimate Parent Company, as determined appropriate from time to time by the Compensation Committee of the Board or the Board itself, and pursuant to the terms and conditions set forth in applicable plan documents.

3BENEFITS: Executive shall be allowed to participate in all compensation and benefit plans and receive all perquisites that the Company makes available to its other similarly situated senior executives and also to participate in those employee benefit plans and programs that the Company makes available to the Company’s employees in general, subject to the terms and conditions of applicable plan documents. Nothing in this Agreement is to be construed to obligate the Company to institute, maintain, or refrain from changing, amending, or discontinuing any benefit program or plan, so long as such actions are similarly applicable to the covered executives or employees, as applicable.

4INDEMNIFICATION: In any situation where under applicable law the Company has the power to indemnify, advance expenses to, and defend Executive in respect of, any claims, judgments, fines, settlements, loss, cost or expense (including attorneys’ fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or in any other capacity in which he is acting or serving on behalf of or at the request of the Company (each a “Claim”), the Company shall fully indemnify Executive to the maximum extent permitted

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by law and promptly on written request from Executive advance expenses (including attorneys’ fees) to Executive and defend Executive to the fullest extent permitted by law, unless such Claim arises because Executive has been grossly negligent or willfully engaged in misconduct in the performance or nonperformance of his duties, which nonperformance shall include a failure of Executive to inform the Board of matters that could reasonably be expected, at such time, to be materially injurious financially to the Company. Further, Executive shall not be entitled to any indemnity or defense from the Company for any claims brought by Executive against the Company or for claims brought by the Company against Executive. This contractual indemnification of Executive by the Company hereunder shall not be deemed or construed as operating to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise or obligation of the Company under any statute, articles of incorporation, by-laws or otherwise.

5D&O INSURANCE: The Company (or a Parent Company on behalf of the Company) will obtain and maintain director and officer liability insurance covering Executive in an amount determined by the Board to be reasonable for the Company, given its size and activities, but in no event shall the coverage for Executive be less (in amount or scope) than the coverage provided for any other officer or director of the Company. Such insurance coverage shall continue as to Executive for at least six years after he has ceased to be a director, officer or executive of the Company with respect to acts or omissions that occurred prior to such cessation. Insurance contemplated by this Section 5 shall inure to the benefit of Executive, his heirs and the executors and administrators of his estate.

6BUSINESS EXPENSES: The Company shall promptly pay all reasonable and properly documented business related expenses reasonably incurred by Executive in the performance of his duties under this Agreement.

7TERMINATION OF EMPLOYMENT: The Company and Executive agree that either party may, upon at least 30 days written notice to the other, terminate Executive’s employment. Subject to Section 27, if applicable, as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive (or Executive’s estate, if applicable) (i) any earned but unpaid base salary, (ii) any accrued and vested but unpaid bonus and incentive compensation amounts, (iii) any accrued but unused vacation up to a maximum of four weeks, plus up to the maximum unused carry-over of vacation provided in the Company’s written vacation policy then in effect, and (iv) all reasonable, properly documented, and unreimbursed business expenses incurred by Executive prior to his termination (collectively, the “Termination Obligations”).

8SEVERANCE PAY AND BENEFITS: In addition to payment of the Termination Obligations in accordance with Section 7, the Company shall provide severance payments and benefits to Executive as provided in this Section 8.

(a)Termination without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause and other than for death or Disability, or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs

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(i) and (ii) of this Section 8(a) (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 21 and, to the extent applicable, Section 27.

(i)The Cash Severance Amount shall be the amount as provided in Exhibit A. The Company shall pay the Cash Severance Amount to Executive ratably on the regular payroll dates during the six months immediately following the termination date in accordance with the Company’s regular payroll policies; provided, that, without limiting any other rights of the Company, the Company shall not be required to make any such payments of the Cash Severance Amount during any time while Executive is in breach of any of the provisions of Section 11, 12, 13 or 16 (and such amounts that are not paid will be forfeited by Executive).

(ii)Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse Executive the full premium required for such continued coverage elected for Executive and his eligible dependents for the applicable COBRA period but not to exceed 12 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if and to the extent necessary to make Executive whole for any tax attributable to such benefits under this Section 8(a)(ii).

(b)Termination Due to Death, Disability, Voluntary Resignation or by the Company for Cause. If Executive’s employment is terminated by the Company or Executive due to his Disability or by the Company for Cause, or Executive dies or voluntarily resigns his employment with the Company without Good Reason, then as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive or his estate, if applicable, the Termination Obligations. If Executive’s employment is terminated by the Company for Cause or Executive voluntarily resigns from the Company without Good Reason, Executive shall not be entitled to Severance Pay.

(c)No Duplication of Benefits. Executive shall be entitled to one, and only one, of the payments and benefits described in Section 8(a) or Section 8(b), as applicable to the circumstances of Executive’s termination of employment with the Company.

(d)Definitions. The following are definitions of terms used in this and other sections of this Agreement.

(i)Cause. “Cause” means (A) Executive’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (B) any act by Executive of fraud or dishonesty with respect to any aspect of the business of the Company, its subsidiaries or a Parent Company (collectively, the “Company Group”), including, but not limited to, falsification of any Company Group records; (C) Executive’s intentional and continued failure to perform his duties that is materially injurious to the Company Group, unless due to illness or disability or Executive’s good faith efforts to comply with applicable law; (D) intentional engagement in misconduct by Executive that is materially injurious to the Company Group (monetarily or otherwise); (E) Executive’s breach of Sections 11 or 12 of this Agreement; (F) commencement by Executive of employment with an unrelated employer without the Company’s consent; (G) material violation by Executive of any applicable written harassment and/or non-

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discrimination policies; (H) material violation by Executive of any applicable written Company Group policies of which Executive has been apprised that is materially injurious to the Company Group (monetarily or otherwise); (I) Executive’s gross negligence in the performance of Executive’s duties that is materially injurious to the Company Group (monetarily or otherwise); provided, however, Executive shall not be deemed to have been terminated for Cause under clauses (B) through (I) above unless the determination of whether Cause exists is made by a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding Executive, if a member) at a meeting of the Board that was called for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if reasonably possible, to cure the breach that is the alleged basis for Cause) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(ii)Good Reason. “Good Reason” means (A) a material adverse reduction or diminution in Executive’s position, authority, duties or responsibilities, but not a change in reporting relationships, (B) a material reduction in Executive’s base salary, (C) any intentional material diminution of Executive’s annual bonus opportunities, periodic long-term incentive awards or benefits that the Executive is eligible to earn (regardless of amounts actually earned or paid), (D) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Effective Date or Executive being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Effective Date, (E) a material breach of this Agreement by the Company, or (F) the failure of a successor to the Company to assume this Agreement. Executive shall provide written notice of any such reduction, failure, change or breach upon which Executive intends to rely as the basis for a Good Reason resignation within 45 days of the occurrence of such reduction, failure, change or breach. The Company shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation.

(iii)Disability. “Disability” means Executive (A) is unable to perform substantially Executive’s duties with the Company with or without reasonable accommodation as a result of any physical or mental impairment that is reasonably expected to last for a continuous period of not less than six months, as supported by a written opinion by a physician selected by Executive and reasonably acceptable to the Board, and (B) is eligible to receive long-term disability benefits under the Company’s insured long-term disability plan.

9CHANGE IN CONTROL: Subject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corporation, Glori Merger Subsidiary, Inc., Glori Energy Inc. (now known as Glori Energy Technology Inc.) and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as of even date herewith by and between Executive and Glori Energy Technology Inc., in the event of a Change in Control, 50 percent of Executive’s then-unvested restricted shares of stock of the Company will accelerate and vest in full

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and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this Agreement is not assumed, and Executive’s employment is not continued, by the resulting, surviving or successor entity from such Change in Control (“Successor”), and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of the Company are not replaced with incentive grants with similar value and terms in the Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall mean (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).

10NO OFFSET OR MITIGATION: Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise nor shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of his employment by another employer or his self-employment, except that any welfare severance payments or welfare benefits that Executive is entitled to receive pursuant to a Company severance welfare benefit plan for employees in general shall reduce the amount of welfare severance payments and welfare benefits otherwise payable or to be provided to Executive under this Agreement, but only to the extent they are duplicative and such reduction complies with the requirements of Section 409A of the Code.

11CONFIDENTIALITY:

(a)Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and

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customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive during employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement, any past or new Confidential Information or Trade Secrets belonging to the Company Group, whether or not in written form, except to the extent required to perform his duties on behalf of the Company.

(b)Return of Information. All data, records and other written material prepared or compiled by Executive, furnished directly or indirectly to Executive by the Company or its affiliates, or to which Executive may have access while in the employ of the Company, shall be the sole and exclusive property of the Company and/or its affiliates, and none of such data, documents or other information, or copies thereof, shall be retained by Executive upon termination of Executive’s employment. Executive shall deliver promptly to the Company at termination, or at any other time the Company may request, without retaining any copies, notes, or excerpts thereof, all memoranda, diaries, notes, records, plans, or other documents relating, directly or indirectly to, any Confidential Information and Trade Secrets made or compiled by, or delivered or made available to, or otherwise obtained by Executive.

(c)Legal Obligation. In the event Executive is required by any court or legislative or administrative body (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information or Trade Secrets, Executive shall provide the Company with prompt notice of such requirement in order to afford the Company an opportunity to seek, at the Company’s sole expense, an appropriate protective order, and Executive shall provide all commercially reasonable assistance to the Company in its efforts to obtain any such protective order. If the Company is unable to obtain or does not seek such protective order and Executive is, in the opinion of counsel, compelled to disclose such Confidential Information and Trade Secrets, disclosure of such information shall not be deemed to be a violation of this Agreement; provided that Executive shall limit any such disclosure to only that information which is legally required to be disclosed.

12RESTRICTIVE COVENANTS: As consideration for the provision of, and as an agreement ancillary to receipt of, new Confidential Information and Trade Secrets to Executive and the other undertakings in this Agreement, and for the specific purpose of enforcing the provisions

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of Section 11 hereof, and as a means to protect the Company Group’s goodwill, Executive hereby agrees to the following:

(a)Non-Competition. To the maximum extent permitted by law, during the Term of this Agreement and for a period of one year after the termination of Executive’s employment for any reason, Executive agrees that, without the prior written consent of the Company, Executive shall not directly or indirectly, within the Geographic Area, whether as an owner, employee, officer, director, investor, independent contractor, consultant, or otherwise, in any job function or capacity, participate or engage in the business of oilfield services focusing on biological or microbial enhanced secondary recovery of hydrocarbons (the “Business”), or work for or provide services to any person, partnership, entity, business, association, or corporation engaged or involved in the Business within the Geographic Area. The Geographic Area means the states of Texas and California, the Province of Alberta, Canada, and any other state in the United States or any other country worldwide in which the Company or its subsidiaries or, to the extent Executive provides services to or otherwise has access to the Confidential Information or Trade Secrets of a Parent Company, such Parent Company engages in Business on, or has engaged in Business within two years before, the date of Executive’s termination from the Company. Nothing in this Agreement prohibits Executive from owning a passive investment interest of less than two percent in a publicly traded company. Executive acknowledges that the foregoing non-competition covenant may restrict his ability to work for certain companies, but that he will receive sufficient monetary and other consideration from the Company hereunder to justify such restriction and that the restriction is reasonable. Executive acknowledges that he considers the restrictions contained in this Section 12 to be reasonable and necessary for providing consideration for his employment and for the purpose of preserving and protecting the valuable Confidential Information and Trade Secrets of the Company Group and its clients and customers, and the Company Group’s goodwill, reputation, and relationships with its clients and customers.

(b)Non-Solicitation of Employees. During the Term of this Agreement and for a period of two years after the termination of Executive’s employment for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) hire or seek to hire any employee of the Company Group, (ii) in any other manner attempt directly or indirectly to influence, induce, or encourage any such employee of the Company Group to leave such employment, or (iii) use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses, telephone numbers, e-mail addresses, or other personnel-related information regarding any such employees; provided, however, the foregoing shall not prohibit any general advertising.

(c)Non-Solicitation of Customers. During the Term of this Agreement and for a period of one year after the termination of Executive’s employment with the Company for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, solicit, transact, or attempt to transact business with any person, firm or other entity who is or was a customer of the Company Group and with whom Executive (i) directly or indirectly managed, or had knowledge of, business by the Company Group, (ii) had contact or transacted business on behalf of the Company Group, or (iii) was involved in, or had knowledge of, the Company Group actively investigating with a view to conducting business or

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actively pursuing a plan to conduct business, since the Effective Date of this Agreement or two years prior to the termination of his employment with the Company, whichever is shorter. Executive acknowledges that this restriction is necessary in order for the Company Group to preserve and protect its legitimate proprietary interest in its goodwill, client and customer lists, and other Confidential Information and Trade Secrets; provided, however, the foregoing shall not prohibit any general advertising that is not directed at customers of the Company Group.

(d)Survival of Obligations. The expiration of the applicable restricted period in this Section 12 will not relieve Executive of any obligation or liability arising from any breach by Executive of this Section 12 during such restricted period. Executive further agrees that the time period during which the covenants contained in this Section 12 will be effective will be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 12.

(e)Change in Control. If Executive is terminated after a Change in Control with the right to payments and benefits under Section 9, there will be no withholding of benefits or payments due to a violation of the restrictive covenants contained in this Section 12 and Executive will not be bound by the non-competition provisions of Section .

13WORK PRODUCT: Executive shall promptly and fully disclose to the Company all Work Product which Executive conceives, creates or develops during his employment with the Company, whether conceived or developed during regular working hours or otherwise and whether on Company Group premises or otherwise. All such Work Product shall be the exclusive property of the Company. Executive shall: (i) assist the Company in obtaining appropriate legal protection (including patent, trademark, and copyright protection) for the rights of the Company with respect to such Work Product, and (ii) execute all documents and do all things necessary to (A) obtain such legal protection, and (B) vest the Company with full and exclusive title thereof. All Work Product shall be considered, to the maximum extent possible, work made for hire by the Company within the meaning of Title 17 of the United States Code. To the extent the Company does not own such Work Product as a work made for hire, Executive hereby assigns to the Company all rights to such Work Product. “Work Product” means designs, writings, programs, software, technical data, specifications, know-how, processes, methods, business confidential information, inventions, discoveries, and works as well as the patents, copyrights, and other intellectual property and proprietary rights therein, conceived, created or developed by Executive on behalf of the Company Group reasonably related to the Company Group’s existing business, contemplated business, and reasonable expansions of such business. The term “works” means computer programs, software, writings, drawings, artwork and all works of authorship under the copyright laws of the United States.

14SEVERABILITY AND REFORMATION: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Executive or the Company under this Agreement would not be materially and adversely affected thereby, such provision shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or

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unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable provision in accordance with this Section 14. Without limiting the foregoing, if any court of competent jurisdiction (or an arbitrator in accordance with Section 20 hereof) determines that any part of Sections 11 or 12 hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court or arbitrator will have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable. Executive will, at the Company’s request, join the Company in requesting that such court or arbitrator take such action

15WARRANTY AND INDEMNIFICATION: Executive warrants that he is not a party to any other restrictive agreement limiting his activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit continued employment with the Company. Executive shall hold the Company Group harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

16NON-DISPARAGEMENT: The parties shall refrain, both during and after the Term, from publishing any oral or written statements about each other (including with respect to the Company, its affiliates, or any of their respective officers, employees, agents, or representatives) that are disparaging, slanderous, libelous, or defamatory.

17NOTICES: Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to 4315 South Drive, Houston, Texas 77053 attention: Human Resources. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

18NO WAIVER: No failure by either party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

19INJUNCTIVE RELIEF: Executive acknowledges that the breach of any of the covenants contained in Sections 11, 12 , 13 or 16 could give rise to irreparable injury to the Company Group, the amount of which could be difficult or impossible to estimate. Accordingly, Executive agrees that the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies, which may be available. Executive further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent Executive from earning a reasonable livelihood. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company Group’s legitimate business interests and are reasonable in scope and content. Nothing herein shall prevent either party from pursuing a legal and/or equitable action against the other party for any damages caused by such party’s breach of this Agreement.

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20ARBITRATION: Any dispute arising under or related to this Agreement or about the validity, interpretation, effect or alleged violation of this Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company shall bear all reasonable documented out-of-pocket fees, costs and expenses of arbitration, including those of Executive unless the arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the fees, costs and expenses of Executive; provided, however, in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and reasonable attorneys’ fees incurred as a result of the use of such method. Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement. However, this arbitration agreement shall not apply to any claim: (i) for workers’ compensation or unemployment benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 11 and 12,or with respect to the matters described in Sections 13 and 16. With respect to matters referred to in the foregoing sub-paragraph (ii), the Company may seek and obtain injunctive relief in court, and then proceed with arbitration under this Agreement.

21RELEASE AGREEMENT: Executive agrees that, as a condition to receiving the Severance Pay, Executive shall execute a general release agreement in a form provided by the Company (the “Release”), which shall include, without limitation, a waiver and release of all claims arising out of Executive’s service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Such claims include all claims based on any federal, state or local statute, including without limitation the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, as amended, but excluding all vested benefits and rights Executive has under any employee benefit plans, and the Texas Commission on Human Rights Act. In order for Executive to receive the Severance Pay, the Executive must deliver a properly executed copy of the Release within the particular time period specified therein, which shall be no later than the Release Deadline and not revoke such executed and delivered Release, and any applicable revocation period set forth in the Release must have expired (such requirements collectively, the “Release Requirement”). The “Release Deadline” shall be the particular time period specified in the Release for the delivery of the executed release, which shall be no later than 45 days following the delivery of the Release to Executive. Notwithstanding the foregoing, if Executive’s termination is due to death, or Executive dies after his termination date and before the expiration of the Release Deadline without having executed the Release, the Release Deadline shall be extended to the 90th day after the date of Executive’s death. The properly executed Release must actually be received by the Company, or its duly authorized

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representative, at the address specified by the Company by the Release Deadline to be considered timely. If Executive (or Executive’s estate, as the case may be) does not properly execute the Release by the Release Deadline, or effectively revokes the executed Release within the applicable revocation period set forth in the Release, Executive (or Executive’s estate) will receive only the Termination Obligations and such other compensation and benefits as are required by applicable law and will not be entitled to any Severance Pay. The Company will deliver the form of Release to Executive within seven days following Executive’s termination. If the Company fails to do so, then, notwithstanding any provision of this Agreement to the contrary, the Executive shall be deemed to have satisfied the Release Requirement.

22GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.

23SUCCESSORS:

(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and its subsidiaries, taken as a whole, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

24ENTIRE AGREEMENT: This instrument contains the entire agreement of Executive and the Company with respect to the subject matter hereof and all promises, representations, understandings, arrangements, and prior and contemporaneous agreements (written or oral) between the parties with respect to the subject matter hereof, are terminated hereby.

25SURVIVAL/SEVERABILITY/HEADINGS: It is the express intention and agreement of the parties that Sections 8 through 27 of this Agreement shall survive the termination of the Term. In addition, all obligations of the Company to make payments under this Agreement shall survive any termination of this Agreement on the terms and conditions set forth in this Agreement. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. Article and section headings contained in this Agreement are provided for convenience and reference only, and do not define or affect the meaning, construction, or scope of any of the provisions of this Agreement.

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26TAX WITHHOLDING: The Company shall be entitled to withhold from any compensatory payments that it makes to Executive under this Agreement or otherwise all taxes required by applicable law to be withheld therefrom by the Company.

27SECTION 409A COMPLIANCE:

(a)General Suspension of Payments. If Executive is a “specified employee,” as such term is defined within the meaning of Section 409A of the Code, any payments or benefits that are treated as nonqualified deferred compensation for purposes of Section 409A of the Code and that are payable or provided as a result of Executive’s termination of employment that would otherwise be paid or provided prior to the earliest of the dates set forth in the following provisions of this Section 27(a) shall instead be deferred, accumulated and paid in a lump sum or provided on the earliest of (i) the first day of the seventh month following Executive’s termination, (ii) the date of Executive’s death, or (iii) any date that otherwise complies with Section 409A of the Code.

(b)Release Payments. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment constitute nonqualified deferred compensation under Section 409A of the Code and are subject to Executive’s satisfaction of the Release Requirement would otherwise be payable at a time prior to the sixtieth (60th) day following Executive’s termination date, then subject to the Release Requirement having been satisfied, the payment of all such amounts shall be delayed and such amounts shall accumulated and paid in a lump sum on the sixtieth (60th) day following Executive’s termination date, unless and to the extent the delay provided by Section 27(a)shall apply. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment do not constitute nonqualified deferred compensation under Section 409A of the Code, but are subject to Executive’s satisfaction of the Release Requirement and would otherwise be payable at a time prior to the satisfaction of the Release Requirement, then the payment of all such amounts shall be delayed and such amount shall be accumulated and paid in a lump sum on the third (3rd) day following Executive’s satisfaction of the Release Requirement.

(c)Any payments which are delayed pursuant to Section 27(a) or Section 27(b) shall bear interest at the LIBOR rate in effect of Executive’s termination date until paid, and such interest shall be included and paid with each such delayed payment.

(d)Reimbursement Payments. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A of the Code: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (ii) Executive shall file a claim for all reimbursement payments not later than 30 days following the end of the calendar year during which the expenses were incurred; (iii) Company shall make such reimbursement payments within 30 days following the date Executive delivers written notice of the expenses to Company; and (iv) the Executive’s right

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57827515

to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

(e)Separation from Service. For purposes of this Agreement, any reference to “termination” of Executive’s employment shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) of the Code and no portion of the Severance Payments shall be paid to Executive prior to the date Executive incurs a separation from service under Section 409A(a)(2)(A)(i).

(f)General. This Agreement and the payments and benefits provided hereunder are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and shall be construed, interpreted and administered in a manner consistent with such intent. Notwithstanding any provisions of this Agreement relating to the timing of any benefits or payments, to the extent required to comply with applicable law, including Section 409A of the Code, or to prevent the imposition of any excise taxes or penalties on Company or Executive, the commencement of payment or provision of any payment or benefit shall be deferred to the minimum extent necessary so as to comply with any such law or to avoid the imposition of any such excise tax or penalty. For purposes of Section 409A of the Code and this Agreement, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments

(g)Death. If Executive dies after his termination of employment but before all payments due under this Agreement have been made, such payments shall be made to Executive’s estate.

28LEGAL FEES: The Company shall reimburse Executive for his reasonable documented out-of-pocket legal fees incurred in advising him with respect to review of this Agreement before signing.

[Remainder of page intentionally left blank. Signature page follows.]

-13-

57827515

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective for all purposes as of the Effective Date.

Glori Energy Inc.	Executive
By: /s/ Stuart Page Name: Stuart Page Title: President and Chief Executive Officer	/s/ Michael Pavia  Michael Pavia

Signature page to Employment Agreement

EXHIBIT A
TO EMPLOYMENT AGREEMENT
BETWEEN GLORI ENERGY INC.
AND THE EXECUTIVE NAMED BELOW

Name: Michael Pavia

Position: Chief Technology Officer

Reporting: Executive shall report to the President and Chief Executive Officer.

Term: The Term of this Agreement shall continue until the termination of Executive’s employment for any reason.

Annual Base Salary: $250,000.00. Executive’s base salary may be increased from time to time, but once increased may not be thereafter decreased.

Annual Bonus: Commencing on the first day of each calendar year of the Company (each calendar year being a “Bonus Period”), Executive shall participate in the Company’s annual bonus program (“Bonus Program”) for such Bonus Period, subject to the terms of the Bonus Program. Executive’s target bonus potential for a Bonus Period shall not be less than 40% of Executive's Annual Base Salary. The Company shall pay Executive his bonus amount, if any, in accordance with the terms of the Bonus Program.

Equity Grants: Executive shall be eligible to receive periodic equity grants under the terms of the Company’s long-term incentive plan with a value, to be determined in the sole discretion of the Company’s Board of Directors or its Compensation Committee, as applicable, ranging from 0% to 100% of Executive’s then Annual Base Salary.

Cash Severance Amount: an amount equal to (i) 50% of Executive’s then Annual Base Salary and (ii) an amount equal to the sum of Executive’s bonuses and other incentive compensation for periods ended prior to the date of termination, but for which payment has not been made and is otherwise conditioned on continued employment until the time of payment (in each case, without any duplication of the amounts described in Section 7 of the Agreement).

Parachute Tax Gross-Up: In the event it shall be determined that any payment to Executive, whether under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such tax (such tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay

Exhibit A to Employment Agreement

Executive a “Gross-Up Payment” in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, any additional Excise Tax on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the initial Excise Tax. Such Gross-Up Payment shall be paid no later than the time Executive is required to pay the Excise Tax and in all events by the end of Executive’s taxable year in which Executive remits the applicable taxes.

Vacation: Executive shall be eligible to receive paid vacation time of a minimum of twenty days per calendar year, subject to increase (but not decrease) in the discretion of the Board, with any unused vacation days carrying over to the following calendar year in accordance with the Company’s vacation policy. Executive shall take vacation in accordance with the terms of the Company’s vacation policy.

Exhibit A to Employment Agreement

EX-21.1

Subsidiaries

Subsidiary	Jurisdiction of Organization	Authorized Equity	Outstanding Equity
Glori Energy Technology Inc.	Delaware	1,000 shares of Common Stock	Glori Energy Inc. – 1,000 shares of Common Stock
Glori Holdings Inc.	Delaware	10,000 shares of Common Stock	Glori Energy Technology Inc. – 10,000 shares of Common Stock
Glori California Inc.	Delaware	1,000 shares of Common Stock	Glori Energy Technology Inc. – 1,000 shares of Common Stock
Glori Canada Ltd.	Alberta	Unlimited Common Shares	Glori Energy Technology Inc. – 100%
ООО Глори Энерджи	Russian Federation	N/A – expressed in terms of ownership percentage	Glori Energy Technology Inc. – 100%
Glori Energy Production Inc.	Texas	1,000 shares of Common Stock	Glori Holdings Inc. – 1,000 shares of Common Stock

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 23, 2016, with respect to the consolidated financial statements included in the Annual Report of Glori Energy Inc. on Form 10-K for the year ended December 31, 2015. We hereby consent to the incorporation by reference of the aforementioned report in the Registration Statements of Glori Energy Inc. on Forms S-8 (File No. 333-201282 and File No. 333-198288) and Form S-3 (File No. 333-196381).

/s/ GRANT THORNTON LLP

Houston, Texas
March 23, 2016

EX-23.2

WILLIAM M. COBB & ASSOCIATES, INC.

Worldwide Petroleum Consultants

12770 Coit Road, Suite 907        (972) 385-0354

Dallas, Texas 75251        Fax: (972) 788-5165

E-Mail: office@wmcobb.com

March 23, 2016

Glori Energy Inc.

4315 South Drive

Houston, Texas 77053

Re:    Glori Energy Inc., Registration Statement on Form 10-K

Gentlemen:

The firm of William M. Cobb & Associates, Inc. consents to the use of its name and to the use of its projections for Glori Energy Inc.’s Proved Reserves and Future Net Revenue in Glori’s Annual Report on Form 10-K.

William M. Cobb & Associates, Inc. has no interests in Glori Energy Inc. or in any affiliated companies or subsidiaries and is not to receive any such interest as payment for such reports and has no director, officer, or employee otherwise connected with Glori Energy Inc. Glori Energy Inc. does not employ us on a contingent basis.

Messrs. Beneke and Krieg

September 18, 2003

EX-31.1

Exhibit 31.1

GLORI ENERGY INC.

Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Stuart Page, Chief Executive Officer of Glori Energy Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2016

/s/ Stuart Page

Stuart Page

Chief Executive Officer

EX-31.2

Exhibit 31.2

GLORI ENERGY INC.

Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Victor M. Perez, Chief Financial Officer of Glori Energy Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrants other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2016

/s/ Victor M. Perez

Victor M. Perez

Chief Financial Officer

EX-32.1

Exhibit 32.1

GLORI ENERGY INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Glori Energy Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Stuart Page, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: March 23, 2016

/s/ Stuart Page

Stuart Page

Chief Executive Officer

EX-32.2

Exhibit 32.2

GLORI ENERGY INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Glori Energy Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Victor Perez, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: March 23, 2016

/s/ Victor Perez

Victor Perez

Chief Financial Officer

EX-99.1

Mr. Tor Meling

Glori Energy, Inc.

February 3, 2016

Page 1

WILLIAM M. COBB & ASSOCIATES, INC.

Worldwide Petroleum Consultants

12770 Coit Road, Suite 907     (972) 385-0354

Dallas, Texas     Fax: (972) 788-5165

E-Mail: office@wmcobb.com

February 3, 2016

Mr. Tor Meling

Glori Energy, Inc.

4315 South Drive

Houston, TX 77053

Dear Mr. Meling:

As requested, William M. Cobb & Associates, Inc. (Cobb & Associates) has estimated the proved reserves and future net income as of January 1, 2016, attributable to certain oil and gas properties owned by Glori Energy, Inc. (Glori). The properties are located in the Coke and Quitman Fields in Wood County, Texas and the Bonnie View Field in Refugio County, Texas. This report was completed on February 3, 2016.

Table 1 summarizes our estimate of the proved oil and gas reserves and their pre-federal income tax value undiscounted and discounted at ten percent. These estimates were prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Certification Topic 932, Extraction Activities – Oil and Gas.

The values shown were determined utilizing constant oil and gas prices and operating expenses.

TABLE 1

Glori Energy, Inc. - Net Reserves and Value

In Certain Properties in Coke, Quitman, and Bonnie View Fields

as of January 1, 2016

	Net Reserves		Future Net Cash Flow
Reserve Category	Oil (MBBL)	Gas (MMCF)	Undiscounted (M$)	Discounted at 10% (M$)
PDP	593.3	42.0	5,775	4,219
PNP	101.6	9.4	1,572	544
PSI -	---	---	---	---
Total Proved	694.9	51.3	7,348	4,762
Note: Columns may not add due to rounding.

Oil volumes, which include condensate, are expressed in thousands of stock tank barrels (MBBL). A stock tank barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of

Mr. Tor Meling

Glori Energy, Inc.

February 3, 2016

Page 2

standard cubic feet (MMCF) as determined at 60 degrees Fahrenheit and the legal pressure base for the specific location of the gas reserves.

Reserves in this report are attributable to proved producing wells (PDP) and proved non-producing wells (PDNP). Although proved shut-in wells (PSI) were considered, they have no reserves in this report. As requested, probable and possible reserves that may exist for these properties have not been included. This report does not include any value that could be attributable to interests in undeveloped acreage.

The future income values shown in Table 1, or in other portions of this report, are not intended to represent an estimate of fair market value. The estimates of reserves and future revenue have not been adjusted for risk.

Cash Flow Projections

Summary projections of net reserves and future net cash flow for total proved, PDP, PNP, and PSI are attached to this report in Tables 2 thru 5. Cash flow projections for each field, reserve category by field, and individual PDP, PNP, and PSI properties are found in Tables 6 thru 49. Also included in Tables 50 and 51 is a listing of all properties which provides information for individual wells regarding field, gross and net remaining reserves, net revenue, operating expense including tax, investment, undiscounted net income, and net income discounted at 10.0 percent.

SEC pricing as of December 31, 2015 was used to generate the cash flows in this report. The SEC price is the average of the “first-day-of-the-month-pricing” for the preceding 12-month period ending December 31, 2015. The SEC oil and gas prices were $50.28 per barrel and $2.58 per MMBTU respectively, and have been adjusted for estimated pricing differentials due to the nature of the hydrocarbons produced on the acreage.

Based on the revenue statements provided by Glori, the 2015 realized gas prices for the Coke and Bonnie View Fields were 82.4 and 87.5 percent of Henry Hub, respectively. Gas shrink due to fuel and NGL processing was 23.1 and 36.9 percent for the Coke and Bonnie View Fields respectively. Quitman has no gas sales. The oil differential for both the Coke and Quitman Fields was negative $1.88 per barrel. The oil differential for the Bonnie View Field was negative $0.55 per barrel after a contract renegotiation in August of 2015. After applying appropriate product differentials, the average estimated oil and gas price for 2016, for all properties, was $48.56 per barrel of oil and $2.23 per MCF of gas.

Operating expenses for each of the Coke and Quitman properties were calculated using monthly information Glori provided from December of 2014 through November of 2015. Operating expenses for the Bonnie View Field were calculated using monthly information provided by a prior operator from January of 2014 through December of 2014. The operating costs excluded overhead and some non-recurring workover expenses that could be identified. The producing properties’ operating costs, which were applied as a fixed $/well/month, were held constant for the life of each property. Three salt water disposal (SWD) wells at the Bonnie View Field were modeled with constant operating costs per barrel of water disposed of, multiplied by estimated future disposal volumes.

Mr. Tor Meling

Glori Energy, Inc.

February 3, 2016

Page 3

Cash flow is defined as revenue after deduction of state severance tax, ad valorem tax, operating cost, and capital cost. The environmental consequences, if any, caused by Glori or any other operator have not been considered, nor has the cost to restore the property to acceptable conditions, as may be required by regulation, been taken into account. All economic projections are before federal income taxes and do not include any debt service incurred by Glori.

The working and revenue interests evaluated in this report were provided by Glori. These projections are based on Glori receiving the net revenue interest share of estimated future gross production. The estimates of reserves and future revenues do not include adjustments for the settlement of any historical production imbalances.

Reserve Methodology

The reserves in this report have been estimated using deterministic methods, and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We have used all assumptions, data, methods and procedures considered necessary and appropriate to prepare this report.

Estimates of remaining reserves for all the properties in this report were prepared using performance trend analysis of production data. PDP reserves are attributable to mature producing properties with established decline trends. Future production volumes were forecasted after evaluating graphs of rate versus time, rate versus cumulative production, and water cut versus cumulative oil production.

Property Discussion

All the properties in this report are located in Wood and Refugio Counties in East and South Texas, respectively. The Coke Field properties in Wood County produce from the Paluxy, Sub-Clarksville, and Hill reservoirs. The Quitman Field properties in Wood County produce from the Paluxy reservoir. The Bonnie View Field properties in Refugio County produce from Oligocene aged Frio reservoirs.

Coke Field - Over 62 percent of the total PDP value presented in this report is attributable to nine leases (17 wells) producing from the Paluxy reservoir at a depth of 6,300 feet. The top value lease contributes 21 percent of the value. The top two leases comprise 42 percent of the company’s total PDP value.

Current production for the nine economic Paluxy leases averages about 370 BOPD, 49,350 BWPD, and 10 MCFD. The Paluxy reservoir has produced with a natural water drive since discovery in 1942, therefore, present water-cut for most of the producing wells is greater than 99 percent. Most of the wells are on electric submersible pumps (ESP) to handle the high produced water volumes. Glori operates most of the active leases in the Paluxy and has a working interest of 100 percent in all the wells they operate. Net revenue interest for the majority of these leases equals or exceeds 87.5 percent.

Production from the other three active leases (three wells) in the Coke field is from the Paluxy, Sub-Clarksville, and Hill reservoirs. These wells are marginal producers and have insignificant value.

Mr. Tor Meling

Glori Energy, Inc.

February 3, 2016

Page 4

Quitman Field -Over 10 percentof the total PDP value presented in this report is attributable to one lease (one well) producing from the Paluxy reservoir in the Quitman Field. The other two Quitman leases (three wells) have insignificant or zero value.

Glorioperates all four Quitman wells in this report, which are producing a total of 57 BOPD and more than 1,500 BWPD. No gas sales were reported.

Bonnie View Field -Over 22 percentof the total PDP value presented in this report is attributable to two leases (two wells) producing from the Frio reservoir in the Bonnie View Field. These leases have an associated SWD well which disposes of an estimated 1,670 BWPD.

Glorioperates all eight producing Bonnie View wells in this report, which average about 72 BOPD, 4,030 BWPD, and 195 MCFD. The three Bonnie View SWD wells are estimated to dispose of over 5,300 BWPD.

Professional Guidelines

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years, from known reservoirs under expected economic and operating conditions. Reserves are considered proved if economic productivity is supported by either actual production or conclusive formation tests.

The reserves included in this report are estimates only and should not be construed as being exact quantities. Governmental policies, uncertainties of supply and demand, the prices actually received for the reserves, and the costs incurred in recovering such reserves, may vary from the price and cost assumptions in this report. Estimated reserves using price escalations may vary from values obtained using constant price scenarios. Our estimates are based upon the assumption that the properties will be operated in a prudent manner and that no government regulations and controls will be instituted that would impact the ability to recover the reserves. In any case, estimates of reserves and revenues may increase or decrease as a result of future operations.

Cobb & Associates has not examined titles to the appraised properties nor has the actual degree of interest owned been independently confirmed. The data used in our evaluation were obtained from Glori Energy, public record sources, and the non-confidential files of Cobb & Associates, and were considered accurate. Supporting work data are on file in our office.

We have not made a field examination of the properties, therefore, operating ability and condition of the production equipment have not been considered. No consideration was given in this report to potential environmental liabilities which may exist, nor were any costs included for potential liability to restore and clean up damages.

In evaluating available information concerning this appraisal, we have excluded from our consideration all matters as to which legal or accounting interpretation, rather than engineering, may be controlling. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering data and conclusions necessarily represent only informed professional judgments.

Mr. Tor Meling

Glori Energy, Inc.

February 3, 2016

Page 5

Cobb & Associates is an independent consulting firm. None of our employees own an interest in these properties, and our compensation is not contingent on the results obtained or reported. The technical persons responsible for preparing the estimates presented in this report meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards.

This report has been prepared for the exclusive use of Glori and may not be used by others without prior written consent. We appreciate the opportunity to be of service to you. If you have questions regarding this report, please contact us.

BP: ar

Attachments

Glori – CokeQuitmanBonnieView 020316.docx

XML

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Mar. 21, 2016	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Glori Energy Inc.
Trading Symbol	GLRI
Entity Central Index Key	0001597131
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		32,655,949
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 20,337

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 8,380	$ 29,751
Accounts receivable	1,456	1,371
Commodity derivatives	3,411	2,905
Prepaid expenses and other current assets	314	244
Total current assets	13,561	34,271
Property and equipment:
Proved oil and gas properties - successful efforts	48,454	45,694
Other property and equipment	6,439	5,941
Total property and equipment and proved oil and gas properties, gross	54,893	51,635
Less: accumulated depreciation, depletion and amortization	(47,578)	(22,822)
Total property and equipment, net	7,315	28,813
Commodity derivatives	0	2,891
Deferred loan costs	227	490
Deferred tax asset	1,161	970
Total assets	22,264	67,435
Current liabilities:
Accounts payable	1,430	2,251
Deferred revenues	0	653
Accrued expenses	1,180	1,792
Current portion of long-term debt	480	2,380
Current deferred tax liability	1,161	970
Total current liabilities	4,251	8,046
Long-term liabilities:
Long-term debt, less current portion	10,045	16,845
Asset retirement obligation, less current portion	1,457	1,329
Total long-term liabilities	11,502	18,174
Total liabilities	$ 15,753	$ 26,220
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2015	$ 0	$ 0
Common stock, $.0001 par value, 100,000,000 shares authorized, 31,499,303 and 31,861,357 shares issued and outstanding as of December 31, 2014 and 2015, respectively	3	3
Additional paid-in capital	106,934	105,383
Accumulated deficit	(100,426)	(64,171)
Total stockholders' equity	6,511	41,215
Total liabilities and stockholders' equity	$ 22,264	$ 67,435

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred Stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	31,861,357	31,499,303
Common stock, shares outstanding	31,861,357	31,499,303

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues:
Oil and gas revenues	$ 7,397	$ 11,724
Service revenues	1,605	4,135
Total revenues	9,002	15,859
Operating expenses:
Oil and gas operations	9,974	10,777
Service operations	1,771	3,528
Science and technology	1,940	1,868
Selling, general and administrative	5,884	5,920
Impairment of oil and gas properties	22,600	13,160
Depreciation, depletion and amortization of property and equipment	5,507	4,624
Total operating expenses	47,676	39,877
Loss from operations	(38,674)	(24,018)
Other income (expense):
Interest expense	(2,169)	(3,023)
Gain on change in fair value of warrants	0	2,454
Gain on commodity derivatives	3,961	6,023
Other income	445	17
Total other income, net	2,237	5,471
Net loss before taxes on income	(36,437)	(18,547)
Income tax expense (benefit)	(182)	209
Net loss	$ (36,255)	$ (18,756)
Net loss per common share, basic and diluted (in dollars per share)	$ (1.14)	$ (0.65)
Weighted average common shares outstanding, basic and diluted	31,769	28,855

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Series C-2 Preferred Stock and Preferred Warrants [Member]	Series C-2 Preferred Stock and Preferred Warrants [Member] Common Stock [Member]	Series C-2 Preferred Stock and Preferred Warrants [Member] Additional Paid-in Capital [Member]
Beginning balance at Dec. 31, 2013	$ 16,196	$ 2	$ 61,609	$ (45,415)
Beginning balance (in shares) at Dec. 31, 2013		22,450,688
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	$ 296		296
Stock option exercises (in shares)	9,397
Issuance, repurchase and cancellation of common shares	$ (30)		(30)
Change in fair value of warrant liability	(2,454)		(2,454)
Share issuance, as converted (formerly C-2 preferred shares and warrants)					$ 5,049	$ 0	$ 5,049
Share issuance, as converted (formerly C-2 preferred shares and warrants) (in shares)						1,133,869
Recapitalization due to merger	34,726	$ 1	34,725
Recapitalization due to merger (in shares)		6,658,449
Conversion to common stock	2,000		2,000
Conversion to common stock (in shares)		250,000
Warrants exchanged for common shares (in shares)		583,010
Warrant exercises	4,188		4,188
Warrant exercises (in shares)		423,287
Net loss	(18,756)			(18,756)
Ending balance at Dec. 31, 2014	$ 41,215	$ 3	105,383	(64,171)
Ending balance (in shares) at Dec. 31, 2014	31,499,303	31,499,303
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	$ 1,412		1,412
Stock based compensation (in shares)		150,808
Stock option exercises (in shares)	211,246	211,246
Stock Issued During Period, Value, Stock Options Exercised	$ 139		139
Net loss	(36,255)			(36,255)
Ending balance at Dec. 31, 2015	$ 6,511	$ 3	$ 106,934	$ (100,426)
Ending balance (in shares) at Dec. 31, 2015	31,861,357	31,861,357

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Statement of Cash Flows [Abstract]
Net loss	$ (36,255)	$ (18,756)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization of property and equipment	5,507	4,624
Exploration expenses	102	0
Stock-based compensation	1,412	296
Bad debt expense	56	0
Amortization of deferred loan costs and other	326	439
Accretion of end-of-term charge	40	96
Unrealized gain on change in fair value of commodity derivatives	(340)	(5,796)
Gain on change in fair value of warrant liabilities	0	(2,454)
Accretion of discount on long-term debt	28	67
Loss on disposal of property and equipment	75	0
Gain on the sale of Etzold	(422)	0
Settlement of asset retirement obligations	(44)	0
Impairment of oil and gas properties	22,600	13,160
Changes in operating assets and liabilities:
Accounts receivable	(141)	(1,087)
Prepaid expenses and other current assets	(70)	(149)
Accounts payable	(1,126)	1,339
Deferred revenues	(653)	(1,100)
Accrued expenses	(806)	1,135
Net cash used in operating activities	(9,711)	(8,186)
Cash flows from investing activities:
Purchase of proved oil and gas property	(5,220)	(41,353)
Purchase of other property and equipment	(588)	(1,009)
Proceeds from the sale of long-term commodity derivatives	2,725	0
Proceeds from the sale of Etzold	75	0
Net cash used in investing activities	(3,008)	(42,362)
Cash flows from financing activities:
Proceeds from issuance of common stock, preferred stock and preferred warrants	0	5,019
Proceeds from issuance of long-term debt	52	24,035
Proceeds from exercise of warrants and stock options	139	4,188
Proceeds from merger with Infinity Corp. including private placement of common stock	0	38,441
Payments on long-term debt	(8,780)	(8,147)
Payments for deferred offering costs	(63)	(3,337)
Payments for deferred loan costs	0	(767)
Net cash provided by (used in) financing activities	(8,652)	59,432
Net increase (decrease) in cash and cash equivalents	(21,371)	8,884
Cash and cash equivalents, beginning of period	29,751	20,867
Cash and cash equivalents, end of period	8,380	29,751
Non-cash financing and investing activities:
Asset retirement obligation assumed	517	883
Supplemental cash flow information:
Interest paid	$ 2,240	$ 2,990

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Organization

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

ORGANIZATION

Glori Energy Technology Inc., a Delaware corporation (formerly Glori Energy Inc.) ("GETI"), was incorporated in November 2005 (as successor in interest to Glori Oil LLC) to increase production and recovery from mature oil wells using state of the art biotechnology solutions.

In January 2014, GETI entered into a merger and share exchange agreement with Infinity Cross Border Acquisition Corporation ("INXB") and certain of its affiliates, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., and Infinity-C.S.V.C. Management Ltd., an INXB Representative. On April 14, 2014, the merger and share exchange agreement was closed and the merger was consummated. As a result of this transaction, Infinity Cross Border Acquisition Corporation merged with and into Glori Acquisition Corp., with Glori Acquisition Corp. surviving the merger. Following that merger, Glori Merger Subsidiary, Inc. merged with and into GETI, with GETI surviving the merger. Following both of these mergers (collectively referred to herein as the "Merger"), GETI became the wholly-owned subsidiary of Glori Acquisition Corp., and Glori Acquisition Corp. adopted the name "Glori Energy Inc."

In March 2014, GETI incorporated Glori Energy Production Inc. ("GEP"), a wholly-owned subsidiary of Glori Holdings Inc., to purchase the Coke Field Assets (see NOTE 5) and incur the associated acquisition debt.

The dissolution of Glori Oil S.R.L and Glori Oil (Argentina) Limited were effective on August 24, 2015. During the year ended December 31, 2014 and 2015 there were no revenues and no assets associated with Glori Oil S.R.L and Glori Oil (Argentina) Limited.

Glori Energy Inc., GETI, Glori Canada Ltd., Glori Holdings Inc., Glori California Inc., OOO Glori Energy and Glori Energy Production Inc. are collectively referred to as the “Company” in the consolidated financial statements.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Glori Energy Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentrations of Credit Risk

The Company maintains its cash in bank deposits with financial institutions. These bank deposits, at times, exceed Federal Deposit Insurance Corporation limits of $250,000 per depositor. The Company monitors the financial condition of the financial institutions and has not experienced any losses on such accounts. The Company is not party to any financial instruments which would have off-balance sheet credit or interest rate risk.

The Company derived service revenues from fifteen customers during 2014, and four customers during 2015. The following is a reconciliation of the customers that exceeded 10% of total service revenues in each of those periods:

	Percentage of service revenues Year ended December 31,
Customer	2014		2015
A	36	%	—
B	17	%	20	%
C	10	%	65	%
D	10	%	—

Management does not believe that these customers constitute a significant credit risk.

The Company had outstanding receivables related to service revenues from four customers as of December 31, 2014 and one customer as of December 31, 2015. The following is a reconciliation of the customers that exceeded 10% of total accounts receivable from service revenues as of each of these dates:

	Percentage of outstanding accounts receivable from service revenues December 31,
Customer	2014	2015
C	—	100%
D	19%	—
E	54%	—
F	27%	—

Oil and natural gas sales are made on a monthly basis or under short-term contracts at the current area market price. The Company would not expect that the loss of any purchaser would have a material adverse effect upon its operations. Additionally, management does not believe any of our purchasers constitute a significant credit risk. For the year ended December 31, 2014 there were two purchasers that accounted for 57% and 39% of total oil revenue. For the year ended December 31, 2015 there was one purchaser that accounted for 93% of the total oil revenue. The Company sells its natural gas to a different purchaser than that of its oil sales. Natural gas sales did not exceeded 10% of total oil and gas revenues for the years ended year ended December 31, 2014 and 2015.As of December 31, 2014 and 2015, the Company had a $900,000 and $436,000 receivable, respectively, for December oil sales from a single oil purchaser.

The Company also engages in NYMEX swaps with a third party company (see NOTE 9).

Accounts Receivable

Accounts receivable consists of amounts due in the ordinary course of business, from companies engaged in the exploration of oil and gas and from third party purchasers of the Company's oil and natural gas production. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. Allowances are maintained for potential credit issues as they arise through management’s analysis of factors such as amount of time outstanding, customer payment history and customer financial condition. The Company has incurred inconsequential credit losses since inception. As of December 31, 2014 and December 31, 2015 the Company had no allowance for doubtful accounts.

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for oil and gas operations whereby the cost to acquire mineral investments in oil and gas properties, to drill successful exploratory wells, to drill and equip development wells and to install production facilities are capitalized. Certain exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. The Company’s acquisition and development costs of proved oil and gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves as estimated by independent petroleum engineers.

Other Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and depreciated over the remaining useful lives of the associated assets, and repairs and maintenance costs are charged to expense as incurred.When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, such as property, equipment and oil and gas properties, periodically and when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The initial assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted) of the related operations. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas properties. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value.

The Company impaired its proved-oil and gas properties for the fiscal years ended December 31, 2014 and 2015. To determine the remaining value of the net assets, the Company typically uses a discounted future cash flow approach based on the proved and probable reserves at estimated future commodities prices less regional discounts to calculate the value of the reserves at fiscal year-end. At December 31, 2015 there was no economic value assigned to any proved undeveloped reserves. The Company believes this estimate to approximate fair value. The impairments in 2014 and 2015 were a result of a sharp decline in oil prices. The reduction in asset value of proved oil and gas properties of $13,160,000 and $22,600,000 represents the impairment amounts incurred in 2014 and 2015, respectively, which are shown as impairment of oil and gas properties on the consolidated statement of operations.

Derivatives

The Company uses derivative instruments in the form of commodity price swaps to manage price risks resulting from fluctuations in commodity prices of oil associated with future production. These derivative instruments are recorded on the balance sheet at fair value as assets or liabilities and the changes in the fair value of derivatives are recorded each period in current earnings. Fair value is assessed, measured and estimated by obtaining the NYMEX futures oil commodity pricing. Gains and losses on the valuation of derivatives and settlement of matured commodity derivatives contracts are included in gain (loss) on commodity derivatives in other income within the period in which they occur.

Asset Retirement Obligation

The Company recognizes the present value of the estimated future abandonment costs of its oil and gas properties in both assets and liabilities. If a reasonable estimate of the fair value can be made, the Company will record a liability for legal obligations associated with the future retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of the assets. The fair value of a liability for an asset retirement obligation is recognized in the period in which the liability is incurred. The fair value is measured using expected future cash outflows (estimated using current prices that are escalated by an assumed inflation rate) discounted at the Company’s credit-adjusted risk-free interest rate. The liability is then accreted each period until it is settled or the asset is sold, at which time the liability is reversed and any gain or loss resulting from the settlement of the obligation is recorded. The initial fair value of the asset retirement obligation is capitalized and subsequently depreciated or amortized as part of the carrying amount of the related asset. The Company has recorded asset retirement obligations related to its oil and gas properties. There are no assets legally restricted for the purpose of settling asset retirement obligations.

Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payables, long-term debt, derivatives, and warrants. The carrying values of cash and cash equivalents and accounts receivable and payables approximate fair value due to their short-term nature. Derivatives are recorded at fair value (see NOTE 8 and NOTE 9).

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. In periods that have income, basic net earnings per common share is computed under the two-class method per guidance in Accounting Standards Codification (ASC) 260, Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings attributable to common shares after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is no contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive. Diluted earnings (loss) per common share is computed using the two-class method or the if-converted method, whichever is more dilutive (see NOTE 11).

Diluted net loss per share is the same as basic net loss per share for all periods presented because any potentially dilutive common shares were anti-dilutive. Such potentially dilutive shares are excluded from the computation of diluted net loss per share when the effect would be to reduce net loss per share. Therefore, in periods when a loss is reported, the calculation of basic and diluted loss per share results in the same value.

Revenue Recognition

Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectibility of the revenue is probable. Revenues from natural gas production are recorded using the sales method.

Service revenues are recognized when all services are concluded in accordance with the contract. The Company’s service contracts typically include a single contract for each phase of service. During the initial phase known as Reservoir Analysis and Treatment Design (the “Analysis Phase”), the Company samples the target field and evaluates project feasibility and nutrient formulation by assessing field characteristics such as geology, microbial environment and geochemistry of the oil and water. The completion of the Analysis Phase contract typically coincides with the delivery of a report of findings to the customer at which point the Analysis Phase revenues are recognized. Once the viability of the AERO System is demonstrated in the Analysis Phase, a new contract is executed for the Field Deployment Phase. During the Field Deployment Phase the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir. The Field Deployment Phase revenues are recognized ratably over the Field Deployment Phase injection work timeline.

Previous to 2014, the majority of the Company’s revenues for AERO services were executed under a single contract which covered both Analysis Phase and Field Deployment Phase work. The single contract for both services resulted in lack of commercial evidence that the Analysis Phase services provided value on a stand-alone basis and thus both services were viewed as a single unit-of-accounting under ASC 605, Revenue Recognition: Multiple-Element Arrangements. In accordance with this guidance, the Company deferred revenue received in the Analysis Phase and recognize this revenue and the Field Deployment Phase revenue uniformly over the Field Deployment Phase injection timeline. Any termination of the project after the completion of the Analysis Phase would result in the immediate recognition of that portion of the revenues outlined in the contract.  

As of December 31, 2014 and 2015, the Company had deferred revenues of approximately $653,000 and $0 respectively, pursuant to contracts requiring substantial future performance.

Science and Technology

The Company expenses all science and technology costs as incurred. The science and technology work performed predominantly relates to the Analysis Phase and the expenses are primarily made up of employee compensation, lab supplies and materials, legal fees and corporate overhead allocations.

Income Taxes

The Company accounts 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.

The Company 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.

The Company’s tax years 2006 through 2015 remain open and subject to examination by the Internal Revenue Service (“IRS”) and are open for examination until the expiration of statute of limitations under the IRS Code.

Stock-Based Compensation

The Company has issued stock options, restricted shares, performance based options and market based options. The Company records share-based payment expense associated with option awards in accordance with ASC 718, Compensation - Stock Compensation. Accordingly, the Company selected the Black-Scholes option-pricing model as the most appropriate method to value option awards and recognizes compensation cost, as determined on the grant date, on a straight-line basis over the option awards’ vesting period. Stock-based compensation cost for restricted shares is estimated at the grant date based on the awards' fair value, which is equal to the prior day's closing stock price. Such fair value is recognized as expense over the requisite service period.

Fair Value of Financial Instruments

FASB standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Accounting for Sales Tax

The Company uses the net method for accounting for sales taxes charged to customers and accordingly does not include sales or similar taxes as revenues; the Company does include sales and similar taxes paid as part of the cost of goods or services acquired.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive new revenue recognition standard that will supersede existing revenue recognition guidance under United States generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS). The issuance of this guidance completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS.

The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items.This standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating this standard and the impact it will have on our future revenue recognition policies.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 asserts that management should evaluate whether there are relevant condition or events that are known and reasonably knowable that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued when applicable. If conditions or events at the date the financial statements are issued raise substantial doubt about an entity’s ability to continue as a going concern, disclosures are required which will enable users of the financial statements to understand the conditions or events as well as management’s evaluation and plan. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. Prior GAAP guidance mandates recognizing debt issuance costs as a deferred charge. Such treatment is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The provisions of this accounting update are not anticipated to have a material impact on the Company’s financial position or results of operations.

Reclassifications

Certain 2014 amounts related to inventory and prepaid expenses and other current assets have been reclassified for comparative purposes.

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Risks and Uncertainties

12 Months Ended

Dec. 31, 2015

Risks and Uncertainties [Abstract]

Risks and Uncertainties

RISKS AND UNCERTAINTIES

As a small company with an emerging technology the Company has generated negative cash flows since inception. The Company continues to generate negative cash flows and the downturn in the oil market has adversely affected its results from operations and cash flows. Cash has decreased from $29.8 million at December 31, 2014 to $8.4 million at December 31, 2015 due to the net cash used in operating activities of $9.7 million, the repayment of debt of $8.8 million net, and capital expenditures of $3.0 million, net of the proceeds from the sale of the long-term derivatives of $2.7 million. As of December 31, 2015 the Company has working capital of $9.3 million. Based on its cash balance and forecasted cash flows from operating activities, the Company expects to be able to fund planned capital expenditures, meet debt service requirements, and fund other commitments and obligations for 2016.

As of March 21, 2015, the Company does not have lines of credit available to it. As a result of the negative cash flows and the decrease in oil prices, the Company will likely need to raise capital over the next twelve months to fund its operations and to repay or refinance its term note of $10.5 million which matures March of 2017. The Company may have difficulty obtaining such additional financing as a result of the decrease in oil prices, its negative cash flows from operations and the significant decrease in its share price. Failure to obtain additional financing would have a material adverse effect on the Company’s business operations and financial condition.

On October 23, 2015, the Company received a deficiency letter (the “Notice Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share requirement under NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notification Letter states that Glori has 180 calendar days, until April 20, 2016 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company can regain compliance if the closing bid price of its common stock is at least $1.00 for a minimum of 10 consecutive business days. If the Company does not achieve compliance with the Minimum Bid Price Requirement by the end of the Initial Compliance Period, it may be granted a second 180 day compliance period, as long as (a) on the last day of the Compliance Period the Company is in compliance with the market value requirement for continued listing as well as all other listing standards and (b) the Company provides written notice of its intention to cure the deficiency during a second compliance period.

The significant decrease in oil prices has made it difficult for the Company to execute on its strategy of acquiring producing properties which would contribute to its revenues and cash flows due to potential sellers’ reluctance to sell at depressed prices. Additionally, the current oil price environment has negatively affected the Company's cash flow and has affected the availability of capital to Glori and the E&P industry in general. These factors have also resulted in a dramatic decrease in the Company's stock price, which also impacts the ability to raise new equity capital.

In order to address this challenging environment, the Company has retained a financial advisory firm with experience in the energy industry to actively explore alternatives for mergers and acquisitions with potential partners, investors and asset sellers with the goal of bolstering its liquidity and enabling the Company to build a larger asset base. Additionally, the Company made significant cost reductions, both in its administrative and professional staff, and lease operating expenses. The cost reductions were implemented both in 2015 and in the first quarter of 2016. The Company also limited capital expenditures to those required to fully implement AERO technology at the Coke field. The Company believes demonstrated AERO technology results at the Coke field will enhance revenues and cash flows and will improve its ability to raise additional capital. In August 2015, the Company implemented the first phase of AERO at the Coke field. In March 2016 it completed installation of phase II of AERO implementation. Phase II incorporates the addition of two AERO injection wells to increase the proportion of the field that is impacted by AERO technology. The Company now has three injection wells running in total. Phase II implementation commenced after data from Phase I limited trial demonstrated encouraging indication of AERO performance. The wells are located on the periphery of the Coke field and are designed to stimulate production from more of the field than was impacted by the first injector.

Finally, the Company applied to the United States Department of Energy’s Loan Programs Office (“LPO”) for a $150 million loan guarantee in connection with a project applying AERO to previously abandoned reservoirs in the U. S. Based on LPO’s evaluation of Part I of the application, in March 2016, LPO invited the Company to submit Part II of its application. However, the ultimate outcome of the application and whether a loan guarantee will be issued cannot be predicted.

On March 18, 2016, GEP entered into an amendment to the credit agreement on the senior secured term loan facility with its lender, Stellus Capital Investment Corporation, which had the effect of removing the financial ratio covenants and the semi-annual collateral value redetermination until maturity in March 2017 (see NOTE 10). Without this amendment the Company likely would not have been able to meet all financial covenants in the future.

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Merger with Infinity Cross Border Acquisition Corporation

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Merger with Infinity Cross Border Acquisition Corporation

MERGER WITH INFINITY CROSS BORDER ACQUISITION CORPORATION

On January 8, 2014, GETI executed the Merger with Infinity Cross Border Acquisition Corporation (“Infinity Corp.” - a special purpose acquisition company or blank check company publicly traded on NASDAQ) and certain of its affiliates. On April 14, 2014, the Merger was consummated. Pursuant to the terms of the Merger, in exchange for all of GETI's outstanding shares and warrants, Infinity Corp. issued 23,584,557 shares of common stock on a pro rata basis to the stockholders and warrant holders of GETI. GETI obtained effective control of Infinity Corp. subsequent to the Merger and thus the Merger was accounted as a reverse acquisition and recapitalization of GETI in accordance with ASC 805 - Business Combinations. Subsequent to the Merger, the GETI shareholders retained a substantial majority of voting interest and positions on the Board of Directors. Additionally GETI's management is retained and GETI's operations comprise the ongoing operations post-Merger.

In the consolidated financial statements, the number of shares of common stock attributable to the Company is reflected retroactive to January 1, 2014 to facilitate comparability to prior periods. Accordingly, the number of shares of common stock presented as outstanding as of January 1, 2014 totals 22,450,688 which represents the number of post-Merger common shares that were received for pre-Merger GETI preferred stock, common stock and warrants outstanding as of January 1, 2014.

The following table (in thousands, except share amounts) presents the consolidated statements of temporary equity and stockholders' equity as if the Merger had occurred on January 1, 2014. The beginning balances as of January 1, 2014, shown in the table below, represent the Company's pre-Merger temporary equity and stockholders' equity previously stated as of January 1, 2014. The balances as of January 1, 2014, as converted, represent the post-Merger stockholders' equity received in exchange for the pre-Merger temporary equity and stockholders' equity at January 1, 2014.

	Temporary equity - convertible redeemable preferred stock																							Stockholders' equity
																					Total								Additional						Total
	Series A Preferred					Series B Preferred					Series C Preferred					Series C-1 Preferred					temporary			Common stock					paid-in			Accumulated			stockholders'
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			equity			Shares		Par value			capital			deficit			equity
Balances as of January 1, 2014	475,541		$	13,762		2,901,052		$	31,900		7,296,607		$	29,773		4,462,968		$	3,234		$	78,669		3,295,771		$	1		$	—		$	(76,379	)	$	(76,378	)
Reversal of pre-Merger temporary equity	(475,541	)	(13,762		)	(2,901,052	)	(31,900		)	(7,296,607	)	(29,773		)	(4,462,968	)	(3,234		)	$	(78,669	)	—		—			—			78,669			78,669
Reversal of pre-Merger common shares	—		—			—		—			—		—			—		—			—			(3,295,771	)	(1		)	1			—			—
Reclassification of pre-Merger warrants from liability to additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			13,905			—			13,905
Conversion of pre-Merger shares to post-Merger shares	—		—			—		—			—		—			—		—			—			22,450,688		2			(2		)	—			—
Segregate historical accumulated deficit from additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			47,705			(47,705		)	—
Balances as of January 1, 2014, as converted	—		$	—		—		$	—		—		$	—		—		$	—		$	—		22,450,688		$	2		$	61,609		$	(45,415	)	$	16,196

Not shown in the above table is the pre-Merger issuance by GETI of common shares, preferred shares and warrants. During 2013, there were 229,108 common shares issued which were exchanged for 79,003 shares of common stock in the Merger. On March 13, 2014, GETI issued 1,842,028 C-2 preferred shares and 1,640,924 C-2 preferred warrants. These shares and warrants were exchanged for 1,133,869 shares of common stock in the Merger.

The following table shows the number of common stock of the Company issued and outstanding related to the consummation of the Merger:

	Number of Shares
Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(2,351,533	)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt portion of the PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued for the optional PIPE Investment	909,982
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	30,493,006

In connection with the Merger, the Company received approximately $24.7 million, net of certain expenses and fees, and approximately $13.7 million in 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. All of GETI’s previously outstanding common shares, preferred shares and warrants were exchanged for approximately 23,584,557 common shares in the newly merged entity, and accordingly, the Company no longer has liabilities for the fair value of such warrants and temporary equity previously reported in the Company's consolidated balance sheets. Additionally on April 14, 2014 Petro-Hunt L.L.C. ("Petro-Hunt") exercised its option to convert their $2.0 million receivable from the Company to common shares at $8.00 per share or 250,000 shares (see NOTE 10).

In addition to the common stock issued in the Merger, the Company has 5,321,700 warrants outstanding at December 31, 2014 and December 31, 2015 to purchase common stock of the Company at a per share price of $10 which expire on July 19, 2017.

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Property and Equipment

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2015
Proved oil and gas properties - successful efforts	$	45,694		$	48,454
Unproved oil and gas properties	196			443
Construction in progress	589			594
Laboratory and warehouse facility	640			648
Laboratory and field service equipment	3,158			3,355
Office equipment, computer equipment, vehicles and other	1,358			1,399
	51,635			54,893
Less:  accumulated depreciation, depletion and amortization (1)	(22,822		)	(47,578		)
Total property and equipment, net	$	28,813		$	7,315

(1) Includes impairment and excludes accretion of asset retirement obligation.

Depreciation, depletion and amortization consists of the following (in thousands):

	Year ended December 31,
	2014		2015
Depreciation and amortization expense	$	523	$	628
Depletion expense	3,960		4,723
Accretion of asset retirement obligation	141		156
Total depreciation, depletion, and amortization of property and equipment	$	4,624	$	5,507

On March 14, 2014, a subsidiary of the Company, GEP, acquired certain oil, gas and mineral leases in Wood County Texas (the “Coke Field”) from Petro-Hunt L.L.C. (“Petro-Hunt”) for (i) $38.0 million in cash and a $2.0 million convertible note payable (see NOTE 10) to Petro-Hunt, subject to certain purchase price adjustments primarily for net revenues in excess of direct operating expenses of the property from January 1, 2014 through the closing date, March 14, 2014, and (ii) the assumption of the asset retirement obligation related to plugging and abandoning the Coke Field Assets.

Of the total $39.2 million total purchase price of the Coke Field, the Company recognized, at approximate fair market value, assets such as office equipment and trucks included in property and equipment on the Company’s consolidated balance sheet of approximately $310,000 and items such as tubular stock of $327,000 classified in other property and equipment on the Company’s consolidated balance sheet. The remaining purchase price balance was allocated to proved oil and gas properties in property and equipment on the Company’s consolidated balance sheet. Also included in proved oil and gas properties, the Company recognized an asset associated with the asset retirement obligation (plugging and abandonment of wells) of $745,000 and an offsetting liability included in other long-term liabilities on the Company’s consolidated balance sheet.

In September 2014, the Company purchased additional oil, gas and mineral leases adjacent to the Coke Field (the "Southwest Operating Field"). The Company purchased the Southwest Operating Field for $2,000,000 and assumed an asset retirement obligation of an estimated $138,000.

The Company has included revenues and expenses related to the Coke Field for the period from March 14 through December 31, 2014 in the consolidated statement of operations for the year ended December 31, 2014 and for the acquisition of the Southwest Operating Field September 1 through December 31, 2014. For this period, the revenues and net loss attributable to the Coke Field and Southwest Operating Field were $11,398,000 and $7,061,000, respectively. The net loss includes a $6,023,000 gain on commodity derivatives related to the Company's volume based production swaps (see NOTE 9) and loss on impairment of oil and gas properties of $12,707,000.

The following summary presents unaudited pro forma information for the Company for the year ended December 31, 2014, as if the Coke Field acquisition had been consummated at January 1, 2014 (in thousands, except per share amounts):

	Year ended December 31,
	2014
Total revenues	$	18,604
Net loss	(19,111		)
Net loss per common shares, basic and diluted	$	(0.66	)
Weighted average shares outstanding:
Basic	28,855
Diluted	28,855

On July 1, 2015 the Company sold its mineral interests in the "Etzold Field" located in Seward County, Kansas. The Etzold Field was originally purchased in 2010 as a greenfield lab to advance the development of the Company's AERO technology, and the operations have historically been included in the Company's Oil and Gas Segment (see NOTE 16). With the purchase of the larger Coke Field and with the Company's future acquisition plans, the Company made the strategic decision to divest the Etzold Field. Prior to the sale, the Company had associated net assets of $89,000, which were composed primarily of the purchase and development charges less accumulated depreciation and depletion and associated liabilities of $435,000 related to the plugging and abandonment obligation associated with the Etzold Field. In exchange for the leasehold interest in the field, the Company received $75,000 and the purchaser's assumption of the related asset retirement obligation. The Company recognized a gain on the sale of $422,000.

The following table is a summarized operational history of the Etzold Field (in thousands):

	Year ended December 31,
	2014			2015
Revenue	$	327		$	57
Expenses	433			200
Net loss from operations	(106		)	(143		)
Income taxes	—			—
Net loss	$	(106	)	$	(143	)

On June 1, 2015, a subsidiary of the Company, GEP, executed a purchase and sale agreement to acquire certain proved oil and gas mineral leases in Refugio County, Texas (the “Bonnie View Field”) from a third party seller for $2,644,000. The carrying value of the Bonnie View Field is also increased by an asset retirement obligation associated with plugging and abandoning the Bonnie View Field of $432,000. The effective date of the purchase was May 1, 2015. The Company included revenues and expenses related to the Bonnie View Field from June 1, 2015 to December 31, 2015 on our consolidated income statement. For this period, the revenues and net loss attributable to the Bonnie View Field was $447,000 and $3,208,000, respectively. The net loss includes a loss on impairment of oil and gas properties of $2,400,000. The Bonnie View Field does not meet the definition of a significant acquisition which would require pro forma financial information.

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Asset Retirement Obligation

12 Months Ended

Dec. 31, 2015

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

ASSET RETIREMENT OBLIGATION

The Company accounts for its asset retirement obligation (“ARO”) in accordance with ASC 410, Asset Retirement and Environmental Obligations. The ARO liability reflects the estimated present value of the amount of dismantlement, removal, site

reclamation, and similar activities associated with our oil and gas properties. 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 can be capitalized as part of the carrying amount of the long-lived asset. The Company determined its 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. The Company has not funded nor dedicated any assets to the 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.

The following is a reconciliation of the liability for the years ended December 31, 2014 and 2015 (in thousands):

	Year ended December 31,
	2014		2015
Balance at the beginning of period	$	305	$	1,329
Liabilities acquired during the period	883		451
Liabilities settled during the period	—		(44		)
Accretion expense	141		156
Sold	—		(435		)
Revisions in estimates	—		65
Balance at the end of the period	$	1,329	$	1,522

The increase in liabilities acquired during the year ended December 31, 2014, was due to the acquisition of the Coke Field and the Southwest Operating Assets.

The increase in liabilities acquired during the year ended December 31, 2015, was due to the acquisition of the Bonnie View Field and drilling activity at the Coke Field. The decreases due to sold wells were due to the sale of the Etzold Field. Additionally, estimated plug date revisions and well plugging and abandonment during the year ended December 31, 2015 caused the changes in the revisions in estimates and liabilities settled during the period, respectively.

The asset retirement obligation is included in the consolidated balance sheets as follows (in thousands):

	December 31,
	2014		2015
Accrued liabilities	$	—	$	65
Asset retirement obligation	1,329		1,457
	$	1,329	$	1,522

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Accrued Expenses

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

As of December 31, 2014 and 2015, the significant components of accrued expenses reported in the accompanying consolidated balance sheets are as follows (in thousands):

	December 31,
	2014		2015
Accrued compensation and benefits	$	892	$	91
Accrued end-of-term charge (see NOTE 10)	240		—
Accrued interest	15		386
Accrued taxes	223		47
Accrued royalties	164		134
Asset retirement obligations	—		65
Accrued lease operating expenses and other	258		457
	$	1,792	$	1,180

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The following table summarizes the financial assets measured at fair value, on a recurring basis as of December 31, 2014 and 2015 (in thousands): 

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2014
Short-term commodity derivatives, asset	$	—	$	2,905	$	—	$	2,905
Long-term commodity derivatives, asset	—		2,891		—		2,891
	$	—	$	5,796	$	—	$	5,796

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2015
Short-term commodity derivatives, asset	$	—	$	3,411	$	—	$	3,411

The Level 2 instruments presented in the table above consists of derivative instruments made up of commodity price swaps. The fair values of the Company's commodity derivative instruments are based upon the NYMEX futures value of oil less the contracted per barrel rate to be received. The Company records a liability associated with the futures contracts when the futures price of oil is greater than the contracted per barrel rate to be received and an asset when the futures price of oil is less than the contracted per barrel rate to be received.

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Derivative Instruments

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

DERIVATIVE INSTRUMENTS

The Company utilizes derivative financial instruments to manage risks related to changes in oil prices. The Company is currently engaged in oil commodity price swaps where a fixed price is received for a portion of the Company's oil production. In return, the Company pays a floating price based upon NYMEX oil prices. Although these arrangements are designed to reduce the downside risk of a decline in oil prices on the covered production, they conversely limit potential income from increases in oil prices and expose the Company to the credit risk of counterparties. The Company manages the default risk of counterparties by engaging in these agreements with only high credit quality multinational energy companies and through the continuous monitoring of their performance.

As of December 31, 2015 the Company had the following open positions on its outstanding commodity derivative contracts:

Period	Volume/Month (Bbls)	Price/Unit		Fair Value - Asset
January 2016 - March 2016	7,300	$	86.50	$	1,053,000
April 2016 - December 2016	6,550	$	82.46	$	2,358,000

The derivative contracts are carried at fair value on the consolidated balance sheet as assets or liabilities. The Company has not elected to designate any of these as derivative contracts for hedge accounting. Accordingly, for each reporting period the contracts are marked-to-market and the resulting unrealized changes in the fair value of the assets and liabilities are recognized on the consolidated statements of operations. The payables and receivables resulting from the closed derivative contracts result in realized gains and losses recorded on the Company's consolidated statements of operations. The unrealized and realized gains and losses on derivative instruments are recognized in the gain on commodity derivatives line item located in other (expense) income.

The Company settled its long-term commodity derivative assets on December 23, 2015 in exchange for $2,725,000. At the time of the sale the NYMEX value for the sold portion of the commodity swaps was $3,192,000. Accordingly the sale resulted in a $467,000 loss on commodity derivatives which is included in the gain on commodity derivatives line item on the Company's consolidated statements of operations. As of December 31, 2014 and 2015 the Company had a current asset for commodity derivatives of $2,905,000 and $3,411,000.

The following tables summarize the unrealized and realized gain on commodity derivatives(in thousands):

	Year ended December 31,
	2014		2015
Unrealized gain on commodity derivatives	$	5,796	$	340
Early termination of long-term commodity derivatives	—		(2,725		)
Realized gain on commodity derivatives	227		6,346
	$	6,023	$	3,961

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Long Term Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Long Term Debt

LONG TERM DEBT

On June 11, 2012, the Company entered into a secured term promissory note in the amount of $8.0 million. The note contained a 10.0% annual interest rate subject to increase based upon an increase in the prime rate. The loan is secured by substantially all assets of the Company, with the exception of the Coke Field Assets. The lender also received a warrant to purchase shares of the Company’s stock, which were exchanged for 18,208 common shares upon consummation of the Merger. Equal monthly principal payments were due over 27 months beginning in April 2013 through June 2015, plus an end of term charge of $280,000. As of December 31, 2014, the ratable liability for the end of term charge was $240,000 and it is included in other long-term liabilities and accrued expenses in current liabilities on the accompanying 2014 consolidated balance sheet. The loan agreement contains covenants which place restrictions on the incurrence of debt, liens and capital expenditures. As of December 31, 2014 the outstanding loan balance was $1,750,000. On March 2, 2015 the Company elected to prepay the entire remaining indebtedness. The payment included remaining principal of $888,888 and the end of term charge of $280,000.

On March 14, 2014 in connection with the closing of the acquisition of the Coke Field Assets, the Company entered into two financing agreements of $18.0 million and $4.0 million in order to fund a portion of the $38.0 million in cash required for the acquisition.

The $18.0 million note is a senior secured term loan facility of GEP and is secured by the Coke Field and Bonnie View and shares of common stock of GEP. Glori Energy Inc does not guarantee the debt of GEP. The loan has a three year term bearing interest at 11.0% per annum, subject to increase upon a LIBOR rate increase above 1%. The credit agreement requires quarterly principal payments equal to 50% of the excess cash flows, as defined, from the Coke Field Assets during the first year and 75% thereafter subject to a minimum quarterly principal payment of $112,500 plus interest.

The loan was funded net of closing costs of 2%, or $360,000, which is included in deferred loan costs on the consolidated balance sheets and is being amortized over the loan term. The loan agreement contains covenants which place restrictions on GEP’s ability to incur additional debt, incur other liens, make other investments, capital expenditures and the sale of assets.

Commencing with the quarter ended June 30, 2014, GEP is also required to maintain certain financial ratios related to debt, working capital and proved reserves, all as defined in the loan agreement. In May and November of each year, in accordance with a procedure outlined in the loan agreement, the value of the collateral securing the note is redetermined based on engineering reserve reports submitted by GEP. As of December 31, 2014 and December 31, 2015, the outstanding loan balance was $17,428,000 and $10,452,000, respectively. GEP is in compliance with all covenants as of December 31, 2015. On March 18, 2016, GEP entered into an amendment to the credit agreement on the senior secured term loan facility with its lender, Stellus Capital Investment Corporation, which had the effect of removing the financial ratio covenants and the semi-annual collateral value redetermination until maturity in March 2017. In connection with the amendment, the interest rate on the loan increased to 13.0% per annum from 11.0% , with the additional 2.0% increase to be “paid in kind”, or added to the principal amount. In addition, principal of $37,500 plus interest is payable monthly compared to the minimum principal payments of $112,500 plus interest which was previously payable quarterly. Without this amendment we likely would not have been able to meet all of our financial covenants in the future.

The $4.0 million note had a two year term bearing interest at 12.0% per annum and is secured by the assets of the Company but was subordinated to existing Company debt. The loan was funded net of closing costs of 2%, or $80,000, which were initially included in deferred loan costs on the consolidated balance sheet. The $4.0 million note principal and a $400,000 prepayment penalty plus accrued interest was paid in full on May 13, 2014, and the related remaining deferred loan costs were expensed.

On March 14, 2014, in connection with the purchase of the Coke Field Assets, a subsidiary of the Company, GEP, issued to Petro-Hunt an unsecured, subordinated convertible promissory note for $2.0 million bearing interest at 6.0% per annum. On April 14, 2014 the note was converted into 250,000 shares of post-Merger common stock.

Maturities on long-term debt during the next five years are as follows (in thousands):

Year ended December 31,	Amount
2016	$	480
2017	10,012
2018	9
2019	9
2020	9
Thereafter	6
	$	10,525

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Loss Per Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Loss Per Share

LOSS PER SHARE

The Company follows current guidance for share-based payments which are considered as participating securities. Share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are designated as participating securities and are included in the computation of basic earnings per share. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is not a contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year ended December 31,
	2014			2015
Numerator:
Net loss	$	(18,756	)	$	(36,255	)
Denominator:
Weighted-average common shares outstanding - basic	28,855			31,769
Effect of dilutive securities	—			—
Weighted-average common shares - diluted	28,855			31,769
Net loss per common share - basic and diluted	$	(0.65	)	$	(1.14	)

The following weighted average securities outstanding during the periods below were not included in the calculation of diluted shares outstanding as they would have been anti-dilutive (in thousands):

	Year ended December 31,
	2014	2015
Common stock warrants ($10 strike price)	4,895	5,321
Common stock options	2,311	2,039
Restricted shares	—	82

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

At December 31, 2014 and 2015, the Company had operating loss carryforwards for federal income tax reporting purposes of approximately $45.7 million and $64.5 million, respectively, which will begin to expire in the year 2025, net operating losses for state income tax reporting purposes of approximately $6.6 million and $6.7 million, respectively, which will begin to expire in 2021, and tax credits of approximately $508,000 which will begin to expire in 2027. The Net Operating Loss ("NOL") carry forward has been reduced by approximately $5.4 million because management estimates such amount of the loss carry forwards will expire due to limitations from changes in control.

Income tax benefit for the periods presented differs from the U.S. Federal benefit calculated at the statutory income tax rate due to the following (in thousands):

	Year ended December 31,
	2014			2015
Federal benefit at statutory income tax rate	$	(6,692	)	$	(12,374	)
R&D credits	(83		)	(58		)
Non-deductible (taxable) expenses & other items	(380		)	422
State income taxes - net of federal benefit	(221		)	(33		)
Foreign income taxes	209			(182		)
Change in valuation allowance	7,376			12,043
Taxes on income	$	209		$	(182	)

The tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets at December 31, 2014 and 2015 are as follows (in thousands):

	Year ended December 31,
	2014			2015
Current deferred tax asset
Deferred revenue and other	$	248		$	9
Less valuation allowance	(225		)	(9		)
	23			—
Current deferred tax liability
Current portion of swap asset	993			1,161
Current deferred tax liability, net	970			1,161
Non-current deferred tax asset
NOL carryforwards (long-term)	16,077			22,233
R&D credits	450			508
Stock compensation	154			346
Depreciable property basis	740			450
Oil and gas properties	4,040			9,386
	21,461			32,923
Less valuation allowance	(19,503		)	(31,762		)
	1,958			1,161
Non-current deferred tax liability
Non-current portion of swap asset	988			—
Non-current deferred tax asset, net	970			1,161
Total deferreds, net	$	—		$	—

The provision (benefit) for income taxes from continuing operations for the periods indicated are comprised of the following (in thousands):

	Year ended December 31,
	2014		2015
Current tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)
Deferred tax provision (benefit):
Federal	—		—
Foreign	—		—
State	—		—
Total	$	—	$	—
Total tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)

The valuation allowance for deferred tax assets increased by $12.0 million in 2015. In determining the carrying value of a deferred tax asset, accounting standards provide for the weighing of evidence in estimating whether and how much of a deferred tax asset may be recoverable. As we have incurred net operating losses in 2015 and prior years, relevant accounting guidance suggests that cumulative losses in recent years constitute significant negative evidence, and that future expectations about income are insufficient to overcome a history of such losses. Therefore, with the before-mentioned adjustment of $12.0 million, we have reduced the carrying value of our net deferred tax asset to zero. The valuation allowance has no impact on our net operating loss position for tax purposes, and if we generate taxable income in future periods, we will be able to use our NOLs to offset taxes due at that time. We will continue to assess the valuation allowance against deferred tax assets considering all available evidence obtained in future reporting periods.

Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by an NOL after a change in control (typically, a greater than 50% change in ownership) of a loss corporation. Generally, after a control change, loss corporations cannot deduct NOL carryforwards in excess of the Section 382 Limitation.

As of December 31, 2013, the Company had an uncertain tax position related to not filing Form 926 Return by a U.S. Transferor of Property to a Foreign Corporation in the amount of approximately $31,000, for the tax years 2010 and 2011 and these forms would have reported cash transfers to support the operations of its subsidiary Glori Oil S.R.L. The Company has amended these returns and believes any liability will be abated and no longer has an uncertain tax position; accordingly, the Company has not recognized any liability in the accompanying consolidated financial statements. The Company does not expect a material change to the consolidated financial statements related to uncertain tax positions in the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.

Management believes that the issuance of Series B Preferred Stock on October 15, 2009 has resulted in the Section 382 Limitation, and thereby the federal net operating loss carryovers have been reduced by the estimated effect.

The Company's $22.2 million deferred tax asset related to the NOL carryforwards is net of $87,000 of unrealized excess tax benefits related to stock based compensation. The impact of the excess tax benefit will be recognized in additional paid-in capital upon utilization of the Company's NOL and tax credit carryforwards.

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Employee Retirement Savings Plan

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Employee Retirement Savings Plan

EMPLOYEE RETIREMENT SAVINGS PLAN

The Company sponsors an employee retirement saving plan (the “401(k) Plan”) that is intended to qualify under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is designed to provide eligible employees with an opportunity to make regular voluntary contributions into a long-term investment and saving program. There is no minimum age or service requirement to participate, and the Company may make discretionary matching contributions. For the years ended December 31, 2014 and 2015 the Company made matching contributions of $67,000 and $71,000, respectively.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. The Company is not a party to any material litigation or proceedings and is not aware of any material litigation or proceedings, pending or threatened against it.

Commitments

The Company leases two buildings in Houston, Texas and a warehouse facility in Gull Lake, Saskatchewan under operating leases. The Company entered into a two-year lease agreement in October of 2014 for 7,805 square feet of office space in Houston's Westchase District for $18,000 per month, with a one-year extension option at a 4% increase in rent and twoone-year extension options at a to be mutually agreed upon market rate with the lessor. The Company does not intend to renew this lease upon expiration in 2016. The Company's original Houston building lease, which contains office space, warehouse space and a laboratory, expires in May 2017 and is leased for $11,000 per month. The Saskatchewan warehouse is a month-to-month lease which rents for $1,000 per month CDN and is cancelable with 30 days’ notice.

Approximate minimum future rental payments under these noncancelable operating leases as of December 31, 2015 are as follows (in thousands):

	Year ended December 31,
2016	$	295
2017	53
	$	348

Total rent expense for the years ended December 31,2014, and 2015, was $291,000 and $340,000, respectively.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

Stock Incentive Plan

As a result of the Merger with Infinity Corp. which consummated on April 14, 2014, the issued and outstanding stock options were canceled and reissued as stock options in the newly merged entity at a conversion ratio of 2.9 to 1.0 pre-Merger stock options to post-Merger stock options. The exercise price of the Glori stock options also increased by the same factor of 2.9. All pre-Merger option disclosures in the note below are shown as converted using these factors. As of December 31, 2014, the total common stock available for issuance pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”) was 2,581,190, as converted. As of April 14, 2014, the plan was amended such that no further options would be issued.

In December 2014, the Company approved the adoption of the 2014 Long Term Incentive Plan ("the 2014 Plan") which authorized 2,000,000 shares to be available for issuance to officers, directors, employees, and affiliates of the Company. Options are issued at an exercise price equal to the fair market value of the Company’s common stock at the grant date. Generally, the options vest 25 percent after one year, and thereafter ratably by month over the following 36 months, and may be exercised for a period of 10 years subject to vesting. As of December 31, 2015, the total common stock available for issuance pursuant to the 2014 Plan was 40,667.

Stock-based compensation expense is included primarily in selling, general and administrative expense and was $296,000 and $1,412,000 for the years ended December 31,2014, and 2015, respectively.

The Company has future unrecognized compensation expense for nonvested shares at December 31, 2015 of $2,228,000 which have a weighted average vesting period of 2.8 years.

Stock Option Awards:

The following table summarizes the activity of the Company’s plan related to stock options:

	Number of options		Weighted average exercise price per share	Weighted average remaining contractual term (years)	Aggregate intrinsic value
Outstanding as of January 1, 2014	2,322,180		0.81	7.7	782,000
Awarded	7,103		1.16
Exercised	(9,397	)	1.16		70,000
Forfeited or Expired (1)	(19,836	)	1.16
Outstanding as of December 31, 2014	2,300,050		0.82	6.7	7,725,000
Awarded	924,234		1.54
Exercised	(211,246	)	0.66		456,000
Forfeited or Expired (1)	(178,403	)	1.80
Outstanding as of December 31, 2015	2,834,635		1.01	6.9	89,000
Exercisable as of December 31, 2015	1,934,605		0.84	5.7	89,000

(1) Management considers the circumstances generating these forfeitures to be unusual and nonrecurring in nature; accordingly, no allowance for forfeitures of options to purchase shares has been considered in determining future vesting or expense.

The weighted-average grant date fair value for option awards granted during the year was $0.66 and $0.96 for the year ended December 31, 2014 and 2015, respectively. The total fair value of equity awards vested during the year ended December 31, 2014 and 2015 was $303,000, and $249,000, respectively.

The Company has computed the fair value of all options granted during the years ended December 31, 2014 and 2015 using the Black-Scholes option pricing model using the following assumptions:

	Year ended December 31,
	2014	2015
Risk-free interest rate	2.44%	1.55%
Expected volatility	55%	66%
Expected dividend yield	—	—
Expected life (in years)	7.00	6.00
Expected forfeiture rate	—	—

Restricted Share Awards:

In addition to options during the year ended December 31, 2015 the Company granted restricted share awards to certain executives and members of the board of directors. The following table shows a summary of restricted stock activity for the year ended December 31, 2015:

	Shares		Weighted-average grant date fair value
Non-vested awards outstanding, December 31, 2014	—		—
Granted	1,040,540		$	2.65
Vested	(150,808	)	2.65
Forfeited	(45,140	)	2.13
Non-vested awards outstanding, December 31, 2015	844,592		$	2.67

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Segment Information

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

The Company generates revenues through the production and sale of oil and natural gas (the “Oil and Gas Segment”) and through the Company’s services provided to third party oil companies (the “AERO Services Segment”). The Oil and Gas Segment produces and develops the Company’s acquired oil and natural gas interests and the revenues derived from this segment are from sales to the first purchaser. During 2015, the Company used three such arrangements for oil sales, one for the Etzold Field located in Seward County, Kansas and one for oil for the Coke Field located in Wood County, Texas and one for the Bonnie View Field located in Refugio County, Texas.

The AERO Services Segment derives revenues from external customers by providing the Company’s biotechnology solutions of enhanced oil recovery through a two-step process consisting of (1) the Analysis Phase and (2) the Field Deployment Phase.

The Analysis Phase work is a reservoir screening process whereby the Company obtains field samples and evaluates the Company’s potential for AERO Services Segment success. This process is performed at the Company’s Houston laboratory facility. The Science and Technology expenses shown on the Company’s consolidated statements of operations are the expenses that are directly attributable to the Analysis Phase and expenses associated with the Company’s on-going research and development of its technology and are included in the "Corporate Segment".

In the Field Deployment Phase, the Company deploys skid mounted injection equipment used to inject nutrient solution in the oil reservoir. The work in this phase is performed in oil fields of customers located in the United States and internationally and in the Company’s own oil fields. The service operations expense shown on the Company’s consolidated statements of operations are the expenses that are directly attributable to the Field Deployment Phase and are included in the AERO Services Segment.

Earnings of industry segments exclude income taxes, interest income, interest expense and unallocated corporate expenses.

Although the AERO Services Segment provides enhanced oil recovery services to the Oil and Gas Segment, the Company does not utilize intercompany charges for these services. The direct costs of the services such as the injection solution, transportation of the solution and expenses associated with the injection are charged directly to the Oil and Gas Segment. All of the AERO Services Segment capital expenditures and depreciation associated with injection equipment is viewed as part of the AERO Services Segment.

The following tables set forth summary financial data by operating segments (in thousands):

	Oil and Gas			AERO Services		Corporate			Total
Year ended December 31, 2014
Revenues	$	11,724		$	4,135	$	—		$	15,859
Operating expenses	10,777			3,528		7,788			22,093
Impairment of oil and gas properties	13,160			—		—			13,160
Depreciation, depletion and amortization	4,188			404		32			4,624
(Loss) income from operations	(16,401		)	203		(7,820		)	(24,018		)
Other income (expense)	6,023			—		(552		)	5,471
Taxes on income	—			—		209			209
Net (loss) income	(10,378		)	203		(8,581		)	(18,756		)
Property, plant and equipment, net	$	27,078		$	1,636	$	99		$	28,813
Total assets	$	34,163		$	1,789	$	31,483		$	67,435

	Oil and Gas			AERO Services			Corporate			Total
Year ended December 31, 2015
Revenues	$	7,397		$	1,605		$	—		$	9,002
Operating expenses	9,974			1,771			7,824			19,569
Impairment of oil and gas property	22,600			—			—			22,600
Depreciation, depletion and amortization	4,953			327			227			5,507
Loss from operations	(30,130		)	(493		)	(8,051		)	(38,674		)
Other income (expense)	4,382			—			(2,145		)	2,237
Taxes on income	—			—			(182		)	(182		)
Net loss	$	(25,748	)	$	(493	)	$	(10,014	)	$	(36,255	)
Property, plant and equipment, net	$	5,741		$	1,294		$	280		$	7,315
Total assets	$	10,098		$	1,816		$	10,350		$	22,264

The following table shows the total revenue by geography (in thousands):

	Year Ended December 31,
	2014		2015
Revenues
United States	$	13,233	$	7,640
Canada	2,220		317
Brazil	406		1,045
Total revenues	$	15,859	$	9,002

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Supplemental Information for Oil and Gas Producing Activities (Unaudited)

12 Months Ended

Dec. 31, 2015

Extractive Industries [Abstract]

Supplemental Information for Oil and Gas Producing Activities (Unaudited)

SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (Unaudited)

Reserve Quantity Information

For all years presented, the estimate of proved reserves and related valuations were based on reports prepared by the Company’s independent petroleum engineers.

Proved reserve estimates included herein conform to the definitions prescribed by the U.S. Securities and Exchange Commission. The estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

Proved reserves are estimated quantities of crude oil, natural gas and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under economic and operating conditions existing as of the end of each respective year. Proved developed reserves are those that are expected to be recovered through existing wells with existing equipment and operating methods.

Presented below is a summary of the changes in estimated proved reserves of the Company, all of which are located in the United States, for the years ended December 31, 2014 and 2015:

Quantities of Proved Reserves:

	Crude Oil and Condensate		Natural Gas
	(Mbbls)		(Mmcf)
Proved Developed Reserves, January 1, 2014	18		—
Purchase of minerals in place (1)	1,728		384
Production	(133	)	(72	)
Revisions of previous estimates (2)	(211	)	(258	)
Proved Developed Reserves, December 31, 2014	1,402		54
Purchase of minerals in place (3)	74		68
Sale of minerals in place (4)	(14	)	—
Production	(155	)	(90	)
Revisions of Previous Estimates (5)	(612	)	19
Proved Developed Reserves, December 31, 2015	695		51

(1) Purchase of the Coke Field Assets on March 14, 2014 and the Southwest Operating Assets on September 1, 2014.

(2) The reserves revision is due to an increase in costs over our prior year reserve report.

(3) Purchase of the Bonnie View Field on June 1, 2015.

(4) Sale of the Etzold Field on July 1, 2015,

(5) The oil reserves revision is due to a decline in oil prices throughout 2015.

Proved Developed and Undeveloped Reserves:

	Crude oil and condensate	Natural gas
	(Mbbls)	(Mmcf)
December 31, 2014
Proved developed reserves	1,402	54
Proved undeveloped reserves	—	—
Total	1,402	54
December 31, 2015
Proved developed reserves	695	51
Proved undeveloped reserves	—	—
Total	695	51

Capitalized Costs Related to Oil and Gas Producing Activities

The following table presents the Company’s capitalized costs related to oil and gas producing activities at December 31, 2014 and 2015(in thousands): 

	December 31,
	2014			2015
Unproved properties	$	196		$	443
Proved properties	45,694			48,454
Total	45,890			48,897
Less - accumulated depreciation, depletion and amortization (1)	(19,612		)	(44,181		)
Net capitalized costs	$	26,278		$	4,716

(1) Accumulated depreciation, depletion and amortization includes the 2014 oil and gas property impairment of $13,160,000 and the 2015 impairment of $22,600,000.

Costs Incurred in Oil and Gas Producing Activities

The following table presents the net costs incurred in property acquisition, exploration and development activities for the years ended December 31, 2014 and 2015(in thousands):

	Year ended December 31,
	2014		2015
Acquisition of properties	$	42,788	$	3,705
Development	—		2,534
Total costs incurred	$	42,788	$	6,239

Results of Operations from Oil and Gas Producing Activities

The following table presents the Company’s results of operations from oil and gas producing activities for the years ended December 31, 2013, 2014 and 2015(in thousands):

	For the Year ended December 31,
	2014			2015
Revenues from oil and gas producing activities	$	11,724		$	7,397
Production costs	6,631			6,588
Exploration expense	—			102
Ad valorem taxes	438			420
State severance taxes	547			343
Impairment of oil and gas property	13,160			22,600
Depreciation, depletion and amortization	3,960			4,723
Total expenses	24,736			34,776
Pre-tax loss from producing activities	(13,012		)	(27,379		)
Income tax expense	—			—
Results of oil and gas producing activities	$	(13,012	)	$	(27,379	)

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows relating to proved oil and gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with ASC 932, Extractive Activities – Oil and Gas. Future cash inflows as of December 31, 2014 and 2015, were computed by applying average fiscal-year prices (calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month periods ended December 31, 2014 and 2015) to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming the continuation of existing economic conditions.

Future income tax expense is calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of the properties involved. Future income tax expense gives effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows. This calculation does not necessarily result in an estimate of the fair value of the Company’s oil and gas properties.

Presented below is the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Future cash inflows	$	133,235		$	33,926
Future production and development costs
Production	(86,032		)	(26,442		)
Development	—			(136		)
Future cash flows before income taxes	47,203			7,348
Future income taxes	—			—
Future net cash flows after income taxes	47,203			7,348
10% annual discount for estimated timing of cash flows	(17,111		)	(2,586		)
Standardized measure of discounted future net cash flows	$	30,092		$	4,762

The following reconciles the changes in the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Balance, beginning of year	$	561		$	30,092
Changes from:
Sales, net of production costs	(4,108		)	(46		)
Net changes in prices and production costs	2,445			(12,882		)
Extensions	—			544
Divestiture of reserves	—			(337		)
Revisions to quantity estimates	(8,044		)	(16,436		)
Accretion of discount	56			3,009
Purchases of reserves in place	38,211			1,188
Net changes in income taxes	—			—
Changes in timing of cash flows and other	971			(370		)
Balance, end of year	$	30,092		$	4,762

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Selected Quarterly Financial Results (Unaudited)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Results (Unaudited)

SELECTED QUARTERLY FINANCIAL RESULTS (Unaudited)

Unaudited quarterly operating results were as follows (in thousands; except per share data):

	2014 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	1,002		$	5,556		$	5,458		$	3,843
Loss from operations	(2,796		)	(1,880		)	(1,633		)	(17,709		)
Net loss applicable to stockholders	(684		)	(6,060		)	(356		)	(11,656		)
Net loss per common share, basic and diluted (1)	$	(0.60	)	$	(0.20	)	$	(0.01	)	$	(0.37	)
Weighted average shares outstanding, basic and diluted (2)	1,137			29,642			31,475			31,499
	2015 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	2,567		$	2,632		$	2,019		$	1,784
Loss from operations	(3,606		)	(3,604		)	(3,867		)	(27,597		)
Net loss applicable to stockholders	(2,984		)	(4,916		)	(1,303		)	(27,052		)
Net loss per common share, basic and diluted (1)	$	(0.09	)	$	(0.15	)	$	(0.04	)	$	(0.85	)
Weighted average shares outstanding, basic and diluted	31,563			31,803			31,845			31,859

1)Quarterly loss per share is based on the weighted average number of shares outstanding during the quarter. Because of changes in the number of shares outstanding during the quarters, due to the exercise of stock options and issuance of common stock, the sum of quarterly losses per share may not equal loss per share for the year.

2) As a result of the Merger with Infinity Corp., which consummated on April 14, 2014, the issued and outstanding common stock was canceled and reissued as common stock in the newly merged entity at a conversion ratio of 2.9 pre-Merger common stock to 1 post-Merger common stock. For the periods prior to the Merger, the above table reflects the common stock as converted to post-Merger common stock using this ratio.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Glori Energy Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company maintains its cash in bank deposits with financial institutions. These bank deposits, at times, exceed Federal Deposit Insurance Corporation limits of $250,000 per depositor. The Company monitors the financial condition of the financial institutions and has not experienced any losses on such accounts. The Company is not party to any financial instruments which would have off-balance sheet credit or interest rate risk.

Accounts Receivable

Accounts Receivable

Accounts receivable consists of amounts due in the ordinary course of business, from companies engaged in the exploration of oil and gas and from third party purchasers of the Company's oil and natural gas production. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. Allowances are maintained for potential credit issues as they arise through management’s analysis of factors such as amount of time outstanding, customer payment history and customer financial condition. The Company has incurred inconsequential credit losses since inception.

Oil and Natural Gas Properties

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for oil and gas operations whereby the cost to acquire mineral investments in oil and gas properties, to drill successful exploratory wells, to drill and equip development wells and to install production facilities are capitalized. Certain exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. The Company’s acquisition and development costs of proved oil and gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves as estimated by independent petroleum engineers.

Other Property and Equipment

Other Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and depreciated over the remaining useful lives of the associated assets, and repairs and maintenance costs are charged to expense as incurred.When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, such as property, equipment and oil and gas properties, periodically and when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The initial assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted) of the related operations. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas properties. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value.

Derivatives

Derivatives

The Company uses derivative instruments in the form of commodity price swaps to manage price risks resulting from fluctuations in commodity prices of oil associated with future production. These derivative instruments are recorded on the balance sheet at fair value as assets or liabilities and the changes in the fair value of derivatives are recorded each period in current earnings. Fair value is assessed, measured and estimated by obtaining the NYMEX futures oil commodity pricing. Gains and losses on the valuation of derivatives and settlement of matured commodity derivatives contracts are included in gain (loss) on commodity derivatives in other income within the period in which they occur.

Asset Retirement Obligation

Asset Retirement Obligation

The Company recognizes the present value of the estimated future abandonment costs of its oil and gas properties in both assets and liabilities. If a reasonable estimate of the fair value can be made, the Company will record a liability for legal obligations associated with the future retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of the assets. The fair value of a liability for an asset retirement obligation is recognized in the period in which the liability is incurred. The fair value is measured using expected future cash outflows (estimated using current prices that are escalated by an assumed inflation rate) discounted at the Company’s credit-adjusted risk-free interest rate. The liability is then accreted each period until it is settled or the asset is sold, at which time the liability is reversed and any gain or loss resulting from the settlement of the obligation is recorded. The initial fair value of the asset retirement obligation is capitalized and subsequently depreciated or amortized as part of the carrying amount of the related asset. The Company has recorded asset retirement obligations related to its oil and gas properties.

The Company accounts for its asset retirement obligation (“ARO”) in accordance with ASC 410, Asset Retirement and Environmental Obligations. The ARO liability reflects the estimated present value of the amount of dismantlement, removal, site

reclamation, and similar activities associated with our oil and gas properties. 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 can be capitalized as part of the carrying amount of the long-lived asset. The Company determined its 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. The Company has not funded nor dedicated any assets to the retirement obligation.

Financial Instruments

Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payables, long-term debt, derivatives, and warrants. The carrying values of cash and cash equivalents and accounts receivable and payables approximate fair value due to their short-term nature.

Net Loss Per Share

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. In periods that have income, basic net earnings per common share is computed under the two-class method per guidance in Accounting Standards Codification (ASC) 260, Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings attributable to common shares after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is no contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive. Diluted earnings (loss) per common share is computed using the two-class method or the if-converted method, whichever is more dilutive (see NOTE 11).

Diluted net loss per share is the same as basic net loss per share for all periods presented because any potentially dilutive common shares were anti-dilutive. Such potentially dilutive shares are excluded from the computation of diluted net loss per share when the effect would be to reduce net loss per share. Therefore, in periods when a loss is reported, the calculation of basic and diluted loss per share results in the same value.

Revenue Recognition

Revenue Recognition

Oil and natural gas revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectibility of the revenue is probable. Revenues from natural gas production are recorded using the sales method.

Service revenues are recognized when all services are concluded in accordance with the contract. The Company’s service contracts typically include a single contract for each phase of service. During the initial phase known as Reservoir Analysis and Treatment Design (the “Analysis Phase”), the Company samples the target field and evaluates project feasibility and nutrient formulation by assessing field characteristics such as geology, microbial environment and geochemistry of the oil and water. The completion of the Analysis Phase contract typically coincides with the delivery of a report of findings to the customer at which point the Analysis Phase revenues are recognized. Once the viability of the AERO System is demonstrated in the Analysis Phase, a new contract is executed for the Field Deployment Phase. During the Field Deployment Phase the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir. The Field Deployment Phase revenues are recognized ratably over the Field Deployment Phase injection work timeline.

Previous to 2014, the majority of the Company’s revenues for AERO services were executed under a single contract which covered both Analysis Phase and Field Deployment Phase work. The single contract for both services resulted in lack of commercial evidence that the Analysis Phase services provided value on a stand-alone basis and thus both services were viewed as a single unit-of-accounting under ASC 605, Revenue Recognition: Multiple-Element Arrangements. In accordance with this guidance, the Company deferred revenue received in the Analysis Phase and recognize this revenue and the Field Deployment Phase revenue uniformly over the Field Deployment Phase injection timeline. Any termination of the project after the completion of the Analysis Phase would result in the immediate recognition of that portion of the revenues outlined in the contract.

Science and Technology

Science and Technology

The Company expenses all science and technology costs as incurred. The science and technology work performed predominantly relates to the Analysis Phase and the expenses are primarily made up of employee compensation, lab supplies and materials, legal fees and corporate overhead allocations.

Income Taxes

Income Taxes

The Company accounts 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.

The Company 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.

Stock-Based Compensation

Stock-Based Compensation

The Company has issued stock options, restricted shares, performance based options and market based options. The Company records share-based payment expense associated with option awards in accordance with ASC 718, Compensation - Stock Compensation. Accordingly, the Company selected the Black-Scholes option-pricing model as the most appropriate method to value option awards and recognizes compensation cost, as determined on the grant date, on a straight-line basis over the option awards’ vesting period. Stock-based compensation cost for restricted shares is estimated at the grant date based on the awards' fair value, which is equal to the prior day's closing stock price. Such fair value is recognized as expense over the requisite service period.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

FASB standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Accounting for Sales Tax

Accounting for Sales Tax

The Company uses the net method for accounting for sales taxes charged to customers and accordingly does not include sales or similar taxes as revenues; the Company does include sales and similar taxes paid as part of the cost of goods or services acquired.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) issued a comprehensive new revenue recognition standard that will supersede existing revenue recognition guidance under United States generally accepted accounting principles (U.S. GAAP) and International Financial Reporting Standards (IFRS). The issuance of this guidance completes the joint effort by the FASB and the IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS.

The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items.This standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating this standard and the impact it will have on our future revenue recognition policies.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 asserts that management should evaluate whether there are relevant condition or events that are known and reasonably knowable that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued when applicable. If conditions or events at the date the financial statements are issued raise substantial doubt about an entity’s ability to continue as a going concern, disclosures are required which will enable users of the financial statements to understand the conditions or events as well as management’s evaluation and plan. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter; early application is permitted. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (ASU 2015-03). ASU 2015-03 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 and early adoption is permitted. Prior GAAP guidance mandates recognizing debt issuance costs as a deferred charge. Such treatment is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. We are currently evaluating this standard and the impact it will have on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17: Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is part of an initiative to reduce complexity in accounting standards. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. However, this classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. To simplify the presentation of the deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of an entity be offset and presented as a single amount is not affected by the amendments of ASU 2015-17. For public entities, ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years; early application is permitted. The provisions of this accounting update are not anticipated to have a material impact on the Company’s financial position or results of operations.

Reclassifications

Reclassifications

Certain 2014 amounts related to inventory and prepaid expenses and other current assets have been reclassified for comparative purposes. 

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Schedules of Concentration of Risk, by Risk Factor

The following is a reconciliation of the customers that exceeded 10% of total service revenues in each of those periods:

	Percentage of service revenues Year ended December 31,
Customer	2014		2015
A	36	%	—
B	17	%	20	%
C	10	%	65	%
D	10	%	—

The following is a reconciliation of the customers that exceeded 10% of total accounts receivable from service revenues as of each of these dates:

	Percentage of outstanding accounts receivable from service revenues December 31,
Customer	2014	2015
C	—	100%
D	19%	—
E	54%	—
F	27%	—

Property, Plant and Equipment

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2015
Proved oil and gas properties - successful efforts	$	45,694		$	48,454
Unproved oil and gas properties	196			443
Construction in progress	589			594
Laboratory and warehouse facility	640			648
Laboratory and field service equipment	3,158			3,355
Office equipment, computer equipment, vehicles and other	1,358			1,399
	51,635			54,893
Less:  accumulated depreciation, depletion and amortization (1)	(22,822		)	(47,578		)
Total property and equipment, net	$	28,813		$	7,315

(1) Includes impairment and excludes accretion of asset retirement obligation.

Depreciation, depletion and amortization consists of the following (in thousands):

	Year ended December 31,
	2014		2015
Depreciation and amortization expense	$	523	$	628
Depletion expense	3,960		4,723
Accretion of asset retirement obligation	141		156
Total depreciation, depletion, and amortization of property and equipment	$	4,624	$	5,507

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Merger with Infinity Cross Border Acquisition Corporation (Tables)

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Summary of Temporary Equity and Stockholders' Equity

The following table (in thousands, except share amounts) presents the consolidated statements of temporary equity and stockholders' equity as if the Merger had occurred on January 1, 2014. The beginning balances as of January 1, 2014, shown in the table below, represent the Company's pre-Merger temporary equity and stockholders' equity previously stated as of January 1, 2014. The balances as of January 1, 2014, as converted, represent the post-Merger stockholders' equity received in exchange for the pre-Merger temporary equity and stockholders' equity at January 1, 2014.

	Temporary equity - convertible redeemable preferred stock																							Stockholders' equity
																					Total								Additional						Total
	Series A Preferred					Series B Preferred					Series C Preferred					Series C-1 Preferred					temporary			Common stock					paid-in			Accumulated			stockholders'
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			equity			Shares		Par value			capital			deficit			equity
Balances as of January 1, 2014	475,541		$	13,762		2,901,052		$	31,900		7,296,607		$	29,773		4,462,968		$	3,234		$	78,669		3,295,771		$	1		$	—		$	(76,379	)	$	(76,378	)
Reversal of pre-Merger temporary equity	(475,541	)	(13,762		)	(2,901,052	)	(31,900		)	(7,296,607	)	(29,773		)	(4,462,968	)	(3,234		)	$	(78,669	)	—		—			—			78,669			78,669
Reversal of pre-Merger common shares	—		—			—		—			—		—			—		—			—			(3,295,771	)	(1		)	1			—			—
Reclassification of pre-Merger warrants from liability to additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			13,905			—			13,905
Conversion of pre-Merger shares to post-Merger shares	—		—			—		—			—		—			—		—			—			22,450,688		2			(2		)	—			—
Segregate historical accumulated deficit from additional paid-in capital	—		—			—		—			—		—			—		—			—			—		—			47,705			(47,705		)	—
Balances as of January 1, 2014, as converted	—		$	—		—		$	—		—		$	—		—		$	—		$	—		22,450,688		$	2		$	61,609		$	(45,415	)	$	16,196

Summary of Common Stock Issued and Outstanding

The following table shows the number of common stock of the Company issued and outstanding related to the consummation of the Merger:

	Number of Shares
Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(2,351,533	)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt portion of the PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued for the optional PIPE Investment	909,982
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	30,493,006

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2015
Proved oil and gas properties - successful efforts	$	45,694		$	48,454
Unproved oil and gas properties	196			443
Construction in progress	589			594
Laboratory and warehouse facility	640			648
Laboratory and field service equipment	3,158			3,355
Office equipment, computer equipment, vehicles and other	1,358			1,399
	51,635			54,893
Less:  accumulated depreciation, depletion and amortization (1)	(22,822		)	(47,578		)
Total property and equipment, net	$	28,813		$	7,315

(1) Includes impairment and excludes accretion of asset retirement obligation.

Depreciation, depletion and amortization consists of the following (in thousands):

	Year ended December 31,
	2014		2015
Depreciation and amortization expense	$	523	$	628
Depletion expense	3,960		4,723
Accretion of asset retirement obligation	141		156
Total depreciation, depletion, and amortization of property and equipment	$	4,624	$	5,507

Business Acquisition, Pro Forma Information

The following summary presents unaudited pro forma information for the Company for the year ended December 31, 2014, as if the Coke Field acquisition had been consummated at January 1, 2014 (in thousands, except per share amounts):

	Year ended December 31,
	2014
Total revenues	$	18,604
Net loss	(19,111		)
Net loss per common shares, basic and diluted	$	(0.66	)
Weighted average shares outstanding:
Basic	28,855
Diluted	28,855

Summary of Etzold Field Operations

The following table is a summarized operational history of the Etzold Field (in thousands):

	Year ended December 31,
	2014			2015
Revenue	$	327		$	57
Expenses	433			200
Net loss from operations	(106		)	(143		)
Income taxes	—			—
Net loss	$	(106	)	$	(143	)

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Asset Retirement Obligation (Tables)

12 Months Ended

Dec. 31, 2015

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligation [Table Text Block]

The following is a reconciliation of the liability for the years ended December 31, 2014 and 2015 (in thousands):

	Year ended December 31,
	2014		2015
Balance at the beginning of period	$	305	$	1,329
Liabilities acquired during the period	883		451
Liabilities settled during the period	—		(44		)
Accretion expense	141		156
Sold	—		(435		)
Revisions in estimates	—		65
Balance at the end of the period	$	1,329	$	1,522

Schedule of Asset Retirement Obligations [Table Text Block]

The asset retirement obligation is included in the consolidated balance sheets as follows (in thousands):

	December 31,
	2014		2015
Accrued liabilities	$	—	$	65
Asset retirement obligation	1,329		1,457
	$	1,329	$	1,522

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Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2015

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

As of December 31, 2014 and 2015, the significant components of accrued expenses reported in the accompanying consolidated balance sheets are as follows (in thousands):

	December 31,
	2014		2015
Accrued compensation and benefits	$	892	$	91
Accrued end-of-term charge (see NOTE 10)	240		—
Accrued interest	15		386
Accrued taxes	223		47
Accrued royalties	164		134
Asset retirement obligations	—		65
Accrued lease operating expenses and other	258		457
	$	1,792	$	1,180

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Summary of financial liabilities measured at fair value

The following table summarizes the financial assets measured at fair value, on a recurring basis as of December 31, 2014 and 2015 (in thousands): 

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2014
Short-term commodity derivatives, asset	$	—	$	2,905	$	—	$	2,905
Long-term commodity derivatives, asset	—		2,891		—		2,891
	$	—	$	5,796	$	—	$	5,796

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2015
Short-term commodity derivatives, asset	$	—	$	3,411	$	—	$	3,411

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

As of December 31, 2015 the Company had the following open positions on its outstanding commodity derivative contracts:

Period	Volume/Month (Bbls)	Price/Unit		Fair Value - Asset
January 2016 - March 2016	7,300	$	86.50	$	1,053,000
April 2016 - December 2016	6,550	$	82.46	$	2,358,000

Gain (Loss) on Derivatives

The following tables summarize the unrealized and realized gain on commodity derivatives(in thousands):

	Year ended December 31,
	2014		2015
Unrealized gain on commodity derivatives	$	5,796	$	340
Early termination of long-term commodity derivatives	—		(2,725		)
Realized gain on commodity derivatives	227		6,346
	$	6,023	$	3,961

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Long Term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

Maturities on long-term debt during the next five years are as follows (in thousands):

Year ended December 31,	Amount
2016	$	480
2017	10,012
2018	9
2019	9
2020	9
Thereafter	6
	$	10,525

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Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year ended December 31,
	2014			2015
Numerator:
Net loss	$	(18,756	)	$	(36,255	)
Denominator:
Weighted-average common shares outstanding - basic	28,855			31,769
Effect of dilutive securities	—			—
Weighted-average common shares - diluted	28,855			31,769
Net loss per common share - basic and diluted	$	(0.65	)	$	(1.14	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following weighted average securities outstanding during the periods below were not included in the calculation of diluted shares outstanding as they would have been anti-dilutive (in thousands):

	Year ended December 31,
	2014	2015
Common stock warrants ($10 strike price)	4,895	5,321
Common stock options	2,311	2,039
Restricted shares	—	82

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

Income tax benefit for the periods presented differs from the U.S. Federal benefit calculated at the statutory income tax rate due to the following (in thousands):

	Year ended December 31,
	2014			2015
Federal benefit at statutory income tax rate	$	(6,692	)	$	(12,374	)
R&D credits	(83		)	(58		)
Non-deductible (taxable) expenses & other items	(380		)	422
State income taxes - net of federal benefit	(221		)	(33		)
Foreign income taxes	209			(182		)
Change in valuation allowance	7,376			12,043
Taxes on income	$	209		$	(182	)

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets at December 31, 2014 and 2015 are as follows (in thousands):

	Year ended December 31,
	2014			2015
Current deferred tax asset
Deferred revenue and other	$	248		$	9
Less valuation allowance	(225		)	(9		)
	23			—
Current deferred tax liability
Current portion of swap asset	993			1,161
Current deferred tax liability, net	970			1,161
Non-current deferred tax asset
NOL carryforwards (long-term)	16,077			22,233
R&D credits	450			508
Stock compensation	154			346
Depreciable property basis	740			450
Oil and gas properties	4,040			9,386
	21,461			32,923
Less valuation allowance	(19,503		)	(31,762		)
	1,958			1,161
Non-current deferred tax liability
Non-current portion of swap asset	988			—
Non-current deferred tax asset, net	970			1,161
Total deferreds, net	$	—		$	—

Schedule of Components of Income Tax Expense (Benefit)

The provision (benefit) for income taxes from continuing operations for the periods indicated are comprised of the following (in thousands):

	Year ended December 31,
	2014		2015
Current tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)
Deferred tax provision (benefit):
Federal	—		—
Foreign	—		—
State	—		—
Total	$	—	$	—
Total tax provision (benefit):
Federal	—		—
Foreign	209		(182		)
State	—		—
Total	$	209	$	(182	)

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Minimum Future Capital Lease Payments

Approximate minimum future rental payments under these noncancelable operating leases as of December 31, 2015 are as follows (in thousands):

	Year ended December 31,
2016	$	295
2017	53
	$	348

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Option Activity

The following table summarizes the activity of the Company’s plan related to stock options:

	Number of options		Weighted average exercise price per share	Weighted average remaining contractual term (years)	Aggregate intrinsic value
Outstanding as of January 1, 2014	2,322,180		0.81	7.7	782,000
Awarded	7,103		1.16
Exercised	(9,397	)	1.16		70,000
Forfeited or Expired (1)	(19,836	)	1.16
Outstanding as of December 31, 2014	2,300,050		0.82	6.7	7,725,000
Awarded	924,234		1.54
Exercised	(211,246	)	0.66		456,000
Forfeited or Expired (1)	(178,403	)	1.80
Outstanding as of December 31, 2015	2,834,635		1.01	6.9	89,000
Exercisable as of December 31, 2015	1,934,605		0.84	5.7	89,000

(1) Management considers the circumstances generating these forfeitures to be unusual and nonrecurring in nature; accordingly, no allowance for forfeitures of options to purchase shares has been considered in determining future vesting or expense.

Schedule of Fair Value Assumptions

The Company has computed the fair value of all options granted during the years ended December 31, 2014 and 2015 using the Black-Scholes option pricing model using the following assumptions:

	Year ended December 31,
	2014	2015
Risk-free interest rate	2.44%	1.55%
Expected volatility	55%	66%
Expected dividend yield	—	—
Expected life (in years)	7.00	6.00
Expected forfeiture rate	—	—

Nonvested Restricted Stock Shares Activity

In addition to options during the year ended December 31, 2015 the Company granted restricted share awards to certain executives and members of the board of directors. The following table shows a summary of restricted stock activity for the year ended December 31, 2015:

	Shares		Weighted-average grant date fair value
Non-vested awards outstanding, December 31, 2014	—		—
Granted	1,040,540		$	2.65
Vested	(150,808	)	2.65
Forfeited	(45,140	)	2.13
Non-vested awards outstanding, December 31, 2015	844,592		$	2.67

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables set forth summary financial data by operating segments (in thousands):

	Oil and Gas			AERO Services		Corporate			Total
Year ended December 31, 2014
Revenues	$	11,724		$	4,135	$	—		$	15,859
Operating expenses	10,777			3,528		7,788			22,093
Impairment of oil and gas properties	13,160			—		—			13,160
Depreciation, depletion and amortization	4,188			404		32			4,624
(Loss) income from operations	(16,401		)	203		(7,820		)	(24,018		)
Other income (expense)	6,023			—		(552		)	5,471
Taxes on income	—			—		209			209
Net (loss) income	(10,378		)	203		(8,581		)	(18,756		)
Property, plant and equipment, net	$	27,078		$	1,636	$	99		$	28,813
Total assets	$	34,163		$	1,789	$	31,483		$	67,435

	Oil and Gas			AERO Services			Corporate			Total
Year ended December 31, 2015
Revenues	$	7,397		$	1,605		$	—		$	9,002
Operating expenses	9,974			1,771			7,824			19,569
Impairment of oil and gas property	22,600			—			—			22,600
Depreciation, depletion and amortization	4,953			327			227			5,507
Loss from operations	(30,130		)	(493		)	(8,051		)	(38,674		)
Other income (expense)	4,382			—			(2,145		)	2,237
Taxes on income	—			—			(182		)	(182		)
Net loss	$	(25,748	)	$	(493	)	$	(10,014	)	$	(36,255	)
Property, plant and equipment, net	$	5,741		$	1,294		$	280		$	7,315
Total assets	$	10,098		$	1,816		$	10,350		$	22,264

Revenue from External Customers by Geographic Areas

The following table shows the total revenue by geography (in thousands):

	Year Ended December 31,
	2014		2015
Revenues
United States	$	13,233	$	7,640
Canada	2,220		317
Brazil	406		1,045
Total revenues	$	15,859	$	9,002

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Extractive Industries [Abstract]

Summary of changes in estimated proved reserves

Presented below is a summary of the changes in estimated proved reserves of the Company, all of which are located in the United States, for the years ended December 31, 2014 and 2015:

Quantities of Proved Reserves:

	Crude Oil and Condensate		Natural Gas
	(Mbbls)		(Mmcf)
Proved Developed Reserves, January 1, 2014	18		—
Purchase of minerals in place (1)	1,728		384
Production	(133	)	(72	)
Revisions of previous estimates (2)	(211	)	(258	)
Proved Developed Reserves, December 31, 2014	1,402		54
Purchase of minerals in place (3)	74		68
Sale of minerals in place (4)	(14	)	—
Production	(155	)	(90	)
Revisions of Previous Estimates (5)	(612	)	19
Proved Developed Reserves, December 31, 2015	695		51

(1) Purchase of the Coke Field Assets on March 14, 2014 and the Southwest Operating Assets on September 1, 2014.

(2) The reserves revision is due to an increase in costs over our prior year reserve report.

(3) Purchase of the Bonnie View Field on June 1, 2015.

(4) Sale of the Etzold Field on July 1, 2015,

(5) The oil reserves revision is due to a decline in oil prices throughout 2015.

Proved Developed and Undeveloped Reserves:

	Crude oil and condensate	Natural gas
	(Mbbls)	(Mmcf)
December 31, 2014
Proved developed reserves	1,402	54
Proved undeveloped reserves	—	—
Total	1,402	54
December 31, 2015
Proved developed reserves	695	51
Proved undeveloped reserves	—	—
Total	695	51

Summary of capitalized costs related to oil and gas producing activities

The following table presents the Company’s capitalized costs related to oil and gas producing activities at December 31, 2014 and 2015(in thousands): 

	December 31,
	2014			2015
Unproved properties	$	196		$	443
Proved properties	45,694			48,454
Total	45,890			48,897
Less - accumulated depreciation, depletion and amortization (1)	(19,612		)	(44,181		)
Net capitalized costs	$	26,278		$	4,716

(1) Accumulated depreciation, depletion and amortization includes the 2014 oil and gas property impairment of $13,160,000 and the 2015 impairment of $22,600,000.

Summary of costs incurred in oil and gas producing activities

The following table presents the net costs incurred in property acquisition, exploration and development activities for the years ended December 31, 2014 and 2015(in thousands):

	Year ended December 31,
	2014		2015
Acquisition of properties	$	42,788	$	3,705
Development	—		2,534
Total costs incurred	$	42,788	$	6,239

Results of operations from oil and gas producing activities

The following table presents the Company’s results of operations from oil and gas producing activities for the years ended December 31, 2013, 2014 and 2015(in thousands):

	For the Year ended December 31,
	2014			2015
Revenues from oil and gas producing activities	$	11,724		$	7,397
Production costs	6,631			6,588
Exploration expense	—			102
Ad valorem taxes	438			420
State severance taxes	547			343
Impairment of oil and gas property	13,160			22,600
Depreciation, depletion and amortization	3,960			4,723
Total expenses	24,736			34,776
Pre-tax loss from producing activities	(13,012		)	(27,379		)
Income tax expense	—			—
Results of oil and gas producing activities	$	(13,012	)	$	(27,379	)

Standardized measure of discounted future net cash flows

Presented below is the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Future cash inflows	$	133,235		$	33,926
Future production and development costs
Production	(86,032		)	(26,442		)
Development	—			(136		)
Future cash flows before income taxes	47,203			7,348
Future income taxes	—			—
Future net cash flows after income taxes	47,203			7,348
10% annual discount for estimated timing of cash flows	(17,111		)	(2,586		)
Standardized measure of discounted future net cash flows	$	30,092		$	4,762

Summary of changes in standardized measure of discounted future net cash flows

The following reconciles the changes in the standardized measure of discounted future net cash flows (in thousands):

	Year ended December 31,
	2014			2015
Balance, beginning of year	$	561		$	30,092
Changes from:
Sales, net of production costs	(4,108		)	(46		)
Net changes in prices and production costs	2,445			(12,882		)
Extensions	—			544
Divestiture of reserves	—			(337		)
Revisions to quantity estimates	(8,044		)	(16,436		)
Accretion of discount	56			3,009
Purchases of reserves in place	38,211			1,188
Net changes in income taxes	—			—
Changes in timing of cash flows and other	971			(370		)
Balance, end of year	$	30,092		$	4,762

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Selected Quarterly Financial Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Unaudited quarterly operating results were as follows (in thousands; except per share data):

	2014 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	1,002		$	5,556		$	5,458		$	3,843
Loss from operations	(2,796		)	(1,880		)	(1,633		)	(17,709		)
Net loss applicable to stockholders	(684		)	(6,060		)	(356		)	(11,656		)
Net loss per common share, basic and diluted (1)	$	(0.60	)	$	(0.20	)	$	(0.01	)	$	(0.37	)
Weighted average shares outstanding, basic and diluted (2)	1,137			29,642			31,475			31,499
	2015 (Quarter ended)
	March 31			June 30			September 30			December 31
	(Unaudited)
Net revenues	$	2,567		$	2,632		$	2,019		$	1,784
Loss from operations	(3,606		)	(3,604		)	(3,867		)	(27,597		)
Net loss applicable to stockholders	(2,984		)	(4,916		)	(1,303		)	(27,052		)
Net loss per common share, basic and diluted (1)	$	(0.09	)	$	(0.15	)	$	(0.04	)	$	(0.85	)
Weighted average shares outstanding, basic and diluted	31,563			31,803			31,845			31,859

1)Quarterly loss per share is based on the weighted average number of shares outstanding during the quarter. Because of changes in the number of shares outstanding during the quarters, due to the exercise of stock options and issuance of common stock, the sum of quarterly losses per share may not equal loss per share for the year.

2) As a result of the Merger with Infinity Corp., which consummated on April 14, 2014, the issued and outstanding common stock was canceled and reissued as common stock in the newly merged entity at a conversion ratio of 2.9 pre-Merger common stock to 1 post-Merger common stock. For the periods prior to the Merger, the above table reflects the common stock as converted to post-Merger common stock using this ratio.

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Organization Organization (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net assets	$ 22,264,000	$ 67,435,000
Glori Oil S.R.L. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Revenue	0	0
Net assets	0	0
Glori Oil (Argentina) Limited [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Revenue	0	0
Net assets	$ 0	$ 0

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Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) customer	Dec. 31, 2014 USD ($) customer
Oil Purchaser 4 [Member]
Concentration Risk [Line Items]
Accounts receivable | $	$ 436	$ 900
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member]
Concentration Risk [Line Items]
Number of customers revenues are derived from	4	15
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | Customer A [Member]
Concentration Risk [Line Items]
Concentration risk, percent	0.00%	36.00%
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | Customer B [Member]
Concentration Risk [Line Items]
Concentration risk, percent	20.00%	17.00%
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | Customer C [Member]
Concentration Risk [Line Items]
Concentration risk, percent	65.00%	10.00%
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | Customer D [Member]
Concentration Risk [Line Items]
Concentration risk, percent	0.00%	10.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Number of customers revenues are derived from	1	4
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer C [Member]
Concentration Risk [Line Items]
Concentration risk, percent	100.00%	0.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer D [Member]
Concentration Risk [Line Items]
Concentration risk, percent	0.00%	19.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer E [Member]
Concentration Risk [Line Items]
Concentration risk, percent	0.00%	54.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer F [Member]
Concentration Risk [Line Items]
Concentration risk, percent	0.00%	27.00%
Customer Concentration Risk [Member] | Oil And Gas Sales Revenue [Member] | Oil Purchaser 1 [Member]
Concentration Risk [Line Items]
Concentration risk, percent		57.00%
Customer Concentration Risk [Member] | Oil And Gas Sales Revenue [Member] | Oil Purchaser 2 [Member]
Concentration Risk [Line Items]
Concentration risk, percent		39.00%
Customer Concentration Risk [Member] | Oil And Gas Sales Revenue [Member] | Oil Purchaser 3 [Member]
Concentration Risk [Line Items]
Concentration risk, percent	93.00%

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Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Impaired Long-Lived Assets Held and Used [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Impairment of oil and gas property	22,600,000	13,160,000
Legally restricted assets	0
Deferred revenues	$ 0	$ 653,000

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Summary of Significant Accounting Policies - Estimated Useful Life (Details)	12 Months Ended
	Dec. 31, 2015
Laboratory and manufacturing facility [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Laboratory and field service equipment, office equipment and trucks [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

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Risks and Uncertainties (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Mar. 23, 2016 injection_well	Dec. 31, 2013 USD ($)
Risks and Uncertainties [Abstract]
Cash and cash equivalents	$ 8,380	$ 29,751		$ 20,867
Net cash used in operating activities	(9,711)	(8,186)
Payments on long-term debt	8,780	8,147
Capital expenditures	3,000
Proceeds from the sale of long-term commodity derivatives	2,725	0
Capital	9,300
Long-term Debt	10,525
United States Department of Energy Loan [Member]
Debt Instrument [Line Items]
Principal amount	150,000
Glori Energy Production, Inc. [Member] | 11% Senior Secured Term Loan [Member] | Senior Notes [Member]
Risks and Uncertainties [Abstract]
Long-term Debt	$ 10,452	$ 17,428
Subsequent Event [Member]
Debt Instrument [Line Items]
Injection wells added in Phase II | injection_well			2
Total number of running injection wells | injection_well			3

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Merger with Infinity Cross Border Acquisition Corporation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Apr. 14, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2015	Mar. 13, 2014	Jan. 01, 2014
Business Acquisition [Line Items]
Common stock, shares outstanding	30,493,006	31,499,303		31,861,357		22,450,688
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
Conversion to common stock (in shares)			79,003
Preferred shares issued		0		0
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Warrants outstanding		5,321,700		5,321,700
Warrant exercise price (in usd per share)		$ 10		$ 10
Common Stock [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding		31,499,303	22,450,688	31,861,357
Ordinary shares issued to Glori Energy Inc. shareholders			229,108
Conversion to common stock (in shares)		250,000
Infinity Cross Border Acquisition Corporation [Member]
Business Acquisition [Line Items]
Consideration received	$ 24.7
Consideration received from private placement	$ 13.7
Private Placement [Member]
Business Acquisition [Line Items]
Number of shares issued in private placement	1,722,482
Price per common share (in usd per share)	$ 8.00
Infinity Cross Border Acquisition Corporation [Member] | Infinity Corp. [Member]
Business Acquisition [Line Items]
Common stock, shares issued in acquisition	23,584,557
Convertible Subordinated Debt [Member] | 6% Subordinated Convertible Promissory Note [Member]
Business Acquisition [Line Items]
Principal amount	$ 2.0
Conversion price per common share (in usd per share)	$ 8
Series C-2 Preferred Shares [Member] | Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred shares issued					1,842,028
Series C-2 Preferred Warrants [Member] | Warrant [Member]
Business Acquisition [Line Items]
Preferred warrants issued					1,640,924
Series C-2 Preferred Stock and Preferred Warrants [Member]
Business Acquisition [Line Items]
Shares issued upon conversion	1,133,869
Series C-2 Preferred Stock and Preferred Warrants [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Ordinary shares issued to Glori Energy Inc. shareholders		1,133,869

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Merger with Infinity Cross Border Acquisition Corporation - Statements of Temporary Equity and Stockholders' Equity (Details) $ in Thousands	Jan. 01, 2014 USD ($) shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending balance	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 16,196
Ending balance (in shares) | shares	22,450,688
Ending balance	$ 16,196
Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares) | shares	22,450,688
Beginning balance	$ 2
Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	61,609
Ending balance	61,609
Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(45,415)
Ending balance	$ (45,415)
Series A Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending balance (in shares) | shares	0
Ending balance	$ 0
Series B Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending balance (in shares) | shares	0
Ending balance	$ 0
Series C Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending balance (in shares) | shares	0
Ending balance	$ 0
Series C-1 Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Ending balance (in shares) | shares	0
Ending balance	$ 0
Scenario, Previously Reported [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	78,669
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (76,378)
Scenario, Previously Reported [Member] | Common Stock [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares) | shares	3,295,771
Beginning balance	$ 1
Scenario, Previously Reported [Member] | Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	0
Scenario, Previously Reported [Member] | Accumulated Deficit [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (76,379)
Scenario, Previously Reported [Member] | Series A Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) | shares	475,541
Beginning balance	$ 13,762
Scenario, Previously Reported [Member] | Series B Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) | shares	2,901,052
Beginning balance	$ 31,900
Scenario, Previously Reported [Member] | Series C Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) | shares	7,296,607
Beginning balance	$ 29,773
Scenario, Previously Reported [Member] | Series C-1 Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) | shares	4,462,968
Beginning balance	$ 3,234
Scenario, Adjustment [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre-Merger temporary equity	(78,669)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reversal of pre-Merger common shares	0
Reclassification of pre-Merger warrants from liability to additional paid-in capital	0
Adjustments To Additional Paid In Capital, Reclassification Of Warrants	13,905
Conversion of pre-Merger shares to post-Merger shares	$ 0
Scenario, Adjustment [Member] | Common Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre Merger temporary equity (in shares) | shares	(3,295,771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reversal of pre-Merger common shares	$ (1)
Reclassification of pre-Merger warrants from liability to additional paid-in capital | shares	22,450,688
Reclassification of pre-Merger warrants from liability to additional paid-in capital	$ 2
Scenario, Adjustment [Member] | Additional Paid-in Capital [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reversal of pre-Merger common shares	1
Reclassification of pre-Merger warrants from liability to additional paid-in capital	(2)
Adjustments To Additional Paid In Capital, Reclassification Of Warrants	13,905
Conversion of pre-Merger shares to post-Merger shares	47,705
Scenario, Adjustment [Member] | Accumulated Deficit [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre-Merger temporary equity	(78,669)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of pre-Merger shares to post-Merger shares	$ (47,705)
Scenario, Adjustment [Member] | Series A Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre Merger temporary equity (in shares) | shares	(475,541)
Reversal of pre-Merger temporary equity	$ (13,762)
Scenario, Adjustment [Member] | Series B Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre Merger temporary equity (in shares) | shares	(2,901,052)
Reversal of pre-Merger temporary equity	$ (31,900)
Scenario, Adjustment [Member] | Series C Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre Merger temporary equity (in shares) | shares	(7,296,607)
Reversal of pre-Merger temporary equity	$ (29,773)
Scenario, Adjustment [Member] | Series C-1 Preferred Stock [Member] | Preferred Stock [Member]
Increase (Decrease) in Temporary Equity [Roll Forward]
Reversal of pre Merger temporary equity (in shares) | shares	(4,462,968)
Reversal of pre-Merger temporary equity	$ (3,234)

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Merger with Infinity Cross Border Acquisition Corporation - Summary of Common Stock Issued and Outstanding (Details) - shares	Apr. 14, 2014	Dec. 31, 2015	Dec. 31, 2014	Jan. 01, 2014
Business Combinations [Abstract]
Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(2,351,533)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt portion of the PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued for the optional PIPE Investment	909,982
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
Common stock, shares outstanding	30,493,006	31,861,357	31,499,303	22,450,688

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Property and Equipment - Summary of Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Proved oil and gas properties - successful efforts	$ 48,454	$ 45,694
Unproved oil and gas properties	443	196
Property and equipment, gross	6,439	5,941
Total property and equipment and proved oil and gas properties, gross	54,893	51,635
Less: accumulated depreciation, depletion and amortization	(47,578)	(22,822)
Total property and equipment, net	7,315	28,813
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	594	589
Laboratory and warehouse facility [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	648	640
Laboratory and field service equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,355	3,158
Office equipment, computer equipment, vehicles and other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,399	$ 1,358

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Property and Equipment - Depreciation, Depletion, and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 628	$ 523
Depletion expense	4,723	3,960
Accretion of asset retirement obligation	156	141
Total depreciation, depletion, and amortization of property and equipment	$ 5,507	$ 4,624

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Property and Equipment - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended								12 Months Ended
	Jun. 01, 2015	Mar. 14, 2014	Sep. 30, 2014	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Revenues				$ 1,784	$ 2,019	$ 2,632	$ 2,567	$ 3,843	$ 5,458	$ 5,556	$ 1,002	$ 9,002	$ 15,859
Net loss												36,255	18,756
Gain on commodity derivatives												3,961	6,023
Impairment of oil and gas properties												22,600	13,160
Assumption of asset retirement obligation												75	0
Gain on sale of entity												422	0
Asset retirement obligation				$ 1,522				$ 1,329				1,522	1,329	$ 305
Southwest Operating Assets [Member]
Business Acquisition [Line Items]
Payments to acquire businesses			$ 2,000
Southwest Operating Assets [Member] | Other Noncurrent Liabilities [Member]
Business Acquisition [Line Items]
Asset retirement obligation acquired			$ 138						$ 138
Glori Energy Production, Inc. [Member] | Coke Field Assets [Member]
Business Acquisition [Line Items]
Cash consideration		$ 38,000
Convertible note payable assumed		2,000
Total purchase price		39,200
Property and equipment acquired during acquisition		310
Inventory acquired during acquisition		327
Revenues													11,398
Net loss													7,061
Gain on commodity derivatives													6,023
Impairment of oil and gas properties													$ 12,707
Glori Energy Production, Inc. [Member] | Coke Field Assets [Member] | Other Noncurrent Assets [Member]
Business Acquisition [Line Items]
Asset retirement cost acquired		$ 745
Glori Energy Production, Inc. [Member] | Bonnie View Assets [Member]
Business Acquisition [Line Items]
Total purchase price	$ 2,644
Asset retirement obligation	$ 432
Glori Energy Production, Inc. [Member] | Bonnie View Field [Member]
Business Acquisition [Line Items]
Revenues												447
Net loss												3,208
Impairment of oil and gas properties												2,400
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Etzold Field [Member]
Business Acquisition [Line Items]
Net assets						89
Liabilities						$ 435
Assumption of asset retirement obligation												75
Gain on sale of entity												$ 422

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Property and Equipment - Pro Forma Information (Details) - Coke Field Assets [Member] - Glori Energy Production, Inc. [Member] $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($) $ / shares shares
Business Acquisition [Line Items]
Total revenues | $	$ 18,604
Net loss | $	$ (19,111)
Net loss per common shares, basic (in dollars per share) | $ / shares	$ (0.66)
Weighted average shares outstanding:
Weighted-average common shares outstanding - basic | shares	28,855
Weighted-average common shares outstanding - diluted | shares	28,855

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Property and Equipment - Summary of Etzold Field Operations (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - Etzold Field [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 57	$ 327
Expenses	200	433
Net loss from operations	(143)	(106)
Income taxes	0	0
Net loss	$ (143)	$ (106)

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Asset Retirement Obligation - Reconciliation of Asset Retirement Obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at the beginning of period	$ 1,329	$ 305
Liabilities acquired during the period	451	883
Liabilities settled during the period	(44)	0
Accretion expense	156	141
Sold	(435)	0
Revisions in estimates	65	0
Balance at the end of the period	$ 1,522	$ 1,329

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Asset Retirement Obligation - Asset Retirement Obligation in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Asset retirement obligation	$ 1,522	$ 1,329	$ 305
Accrued liabilities [Member]
Asset retirement obligation	65	0
Asset retirement obligation [Member]
Asset retirement obligation	$ 1,457	$ 1,329

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Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 91	$ 892
Accrued end-of-term charge	0	240
Accrued interest	386	15
Accrued taxes	47	223
Accrued royalties	134	164
Asset retirement obligations	65	0
Accrued lease operating expenses and other	457	258
Accrued expenses	$ 1,180	$ 1,792

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Fair Value Measurements - Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 23, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term commodity derivatives, asset	$ 3,411		$ 2,905
Commodity Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		$ 3,192
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term commodity derivatives, asset	3,411		2,905
Long-term commodity derivatives, asset			2,891
Derivative asset			5,796
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term commodity derivatives, asset	0		0
Long-term commodity derivatives, asset			0
Derivative asset			0
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term commodity derivatives, asset	3,411		2,905
Long-term commodity derivatives, asset			2,891
Derivative asset			5,796
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term commodity derivatives, asset	$ 0		0
Long-term commodity derivatives, asset			0
Derivative asset			$ 0

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Derivative Instruments - Outstanding Commodity Derivative Contracts (Details) - Not Designated as Hedging Instrument [Member] - Commodity Contract [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) $ / bbl bbl
January 2016 - March 2016 [Member]
Derivative [Line Items]
Volume per month (Bbls) | bbl	7,300
Price (usd per barrel) | $ / bbl	86.50
Fair value - Asset | $	$ 1,053
April 2016 - December 2016 [Member]
Derivative [Line Items]
Volume per month (Bbls) | bbl	6,550
Price (usd per barrel) | $ / bbl	82.46
Fair value - Asset | $	$ 2,358

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Derivative Instruments - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 23, 2015	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from the sale of long-term commodity derivatives		$ 2,725	$ 0
Short-term commodity derivatives, asset		$ 3,411	$ 2,905
Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Proceeds from the sale of long-term commodity derivatives	$ 2,725
Value for the sold portion of commodity swaps	3,192
Loss on commodity derivatives	$ 467

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Derivative Instruments - Realized and Unrealized Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 23, 2015	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain on commodity derivatives		$ 340	$ 5,796
Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Realized gain on commodity derivatives	$ (467)
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain on commodity derivatives		340	5,796
Early termination of long-term commodity derivatives		(2,725)	0
Realized gain on commodity derivatives		6,346	227
Gain on oil and natural gas derivatives		$ 3,961	$ 6,023

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Long Term Debt - Narrative (Details)	Mar. 18, 2016 USD ($)	May. 13, 2014 USD ($)	Apr. 14, 2014 shares	Mar. 14, 2014 USD ($) agreement	Jun. 11, 2012 USD ($)	Dec. 31, 2015 USD ($)	Mar. 02, 2015 USD ($)	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Warrants exchanged for common shares (in shares) | shares			100,000
Long-term debt						$ 10,525,000
Number of financing agreements | agreement				2
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment) | shares			250,000
Secured Debt [Member] | 10% Secured Term Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount					$ 8,000,000.0
Interest rate (percent)					10.00%
Warrants exchanged for common shares (in shares) | shares			18,208
Repayment period					27 months
Liability for end of term charge					$ 280,000
Long-term debt								$ 1,750,000
Repurchase amount							$ 889,000
End of term charge							$ 280,000
Secured Debt [Member] | 10% Secured Term Promissory Note [Member] | Other Noncurrent Liabilities [Member]
Debt Instrument [Line Items]
End of term charge recognized								240,000
Subordinated Debt [Member] | 12% Subordinated Note [Member]
Debt Instrument [Line Items]
Principal amount				$ 4,000,000.0
Interest rate (percent)				12.00%
Repurchase amount		$ 4,000,000
Loan term				2 years
Issuance cost (percent)				2.00%
Issuance cost				$ 80,000
Prepayment penalty		$ 400,000
Glori Energy Production, Inc. [Member] | Coke Field Assets [Member]
Debt Instrument [Line Items]
Cash consideration				38,000,000
Glori Energy Production, Inc. [Member] | Senior Notes [Member] | 11% Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Principal amount				$ 18,000,000.0
Long-term debt						$ 10,452,000		$ 17,428,000
Loan term				3 years
Percentage of excess cash flows for principal payment, year one				50.00%
Percentage of excess cash flows for principal payment, year two and thereafter				75.00%
Issuance cost (percent)				2.00%
Issuance cost				$ 360,000
Minimum stated interest rate (percent)				11.00%
Glori Energy Production, Inc. [Member] | Senior Notes [Member] | 11% Senior Secured Term Loan [Member] | Minimum [Member]
Debt Instrument [Line Items]
Principal payment				$ 112,500
Glori Energy Production, Inc. [Member] | Senior Notes [Member] | 11% Senior Secured Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate (percent)				1.00%
Glori Energy Production, Inc. [Member] | Convertible Subordinated Debt [Member] | 6% Subordinated Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount				$ 2,000,000.0
Interest rate (percent)				6.00%
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment) | shares			250,000
Subsequent Event [Member] | Glori Energy Production, Inc. [Member] | Senior Notes [Member] | 11% Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Interest rate (percent)	13.00%
Paid in kind (percent)	2.00%
Subsequent Event [Member] | Glori Energy Production, Inc. [Member] | Senior Notes [Member] | 11% Senior Secured Term Loan [Member] | Minimum [Member]
Debt Instrument [Line Items]
Principal payment	$ 37,500

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Long Term Debt - Maturities on Long-Term Debt (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Debt Disclosure [Abstract]
2016	$ 480
2017	10,012
2018	9
2019	9
2020	9
Thereafter	6
Total	$ 10,525

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Loss Per Share - Summary of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Numerator:
Net loss									$ (36,255)	$ (18,756)
Denominator:
Weighted-average common shares outstanding - basic									31,769	28,855
Effect of dilutive securities									$ 0	$ 0
Weighted-average common shares - diluted									31,769	28,855
Net loss per common share, basic and diluted (in dollars per share)	$ (0.85)	$ (0.04)	$ (0.15)	$ (0.09)	$ (0.37)	$ (0.01)	$ (0.20)	$ (0.60)	$ (1.14)	$ (0.65)

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Loss Per Share - Summary of Antidilutive Securities (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrant exercise price (in usd per share)	$ 10	$ 10
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded in the calculation of diluted shares outstanding	5,321	4,895
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded in the calculation of diluted shares outstanding	2,039	2,311
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded in the calculation of diluted shares outstanding	82	0

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Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Contingency [Line Items]
Tax credit carryforward	$ 508
Reduction to NOL carryforward	5,400
Increase in valuation allowance	12,000
Net deferred tax assets	0	$ 0
NOL carryforwards (long-term)	22,233	16,077
Unrealized excess tax benefits related to stock based compensation	87
Domestic Tax Authority [Member]
Income Tax Contingency [Line Items]
Operating loss carryforward	64,500	45,700
State and Local Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforward	$ 6,700	$ 6,600
Tax Years 2010 And 2011 [Member] | Domestic Tax Authority [Member]
Income Tax Contingency [Line Items]
Uncertain Tax Position, Liability Not Recognized			$ 31

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Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Federal benefit at statutory income tax rate	$ (12,374)	$ (6,692)
R&D credits	(58)	(83)
Non-deductible (taxable) expenses	422	(380)
State income taxes	(33)	(221)
Foreign income taxes	(182)	209
Change in valuation allowance	12,043	7,376
Taxes on income	$ (182)	$ 209

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Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current deferred tax asset
Deferred revenue and other	$ 9	$ 248
Less valuation allowance	(9)	(225)
Current deferred tax assets, net	0	23
Current deferred tax liability
Current portion of swap asset	1,161	993
Current deferred tax liability, net	1,161	970
Non-current deferred tax asset
NOL carryforwards (long-term)	22,233	16,077
R&D credits	508	450
Stock compensation	346	154
Depreciable property basis	450	740
Oil and gas properties	9,386	4,040
Noncurrent deferred tax assets, gross	32,923	21,461
Less valuation allowance	(31,762)	(19,503)
Noncurrent deferred tax assets, net	1,161	1,958
Non-current deferred tax liability
Non-current portion of swap asset	0	988
Non-current deferred tax asset, net	1,161	970
Total deferreds, net	$ 0	$ 0

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Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Current tax provision (benefit):
Federal	$ 0	$ 0
Foreign	(182)	209
State	0	0
Total	(182)	209
Deferred tax provision (benefit):
Federal	0	0
Foreign	0	0
State	0	0
Total	0	0
Total tax provision (benefit):
Federal	0	0
Foreign	(182)	209
State	0	0
Taxes on income	$ (182)	$ 209

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Employee Retirement Savings Plan - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
401(k) Plan [Member]
Defined Contribution Plan Disclosure [Line Items]
Discretionary matching contributions	$ 71	$ 67

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Commitments and Contingencies - Narrative (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2014 USD ($) ft² extension	Dec. 31, 2015 USD ($) building	Dec. 31, 2014 USD ($)
Operating Leased Assets [Line Items]
Number Of buildings | building		2
Rent expense		$ 340	$ 291
Office Building [Member]
Operating Leased Assets [Line Items]
Lease term	2 years
Square footage | ft²	7,805
Monthly rental amount	$ 18
Office, Laboratory, and Manufacturing [Member]
Operating Leased Assets [Line Items]
Monthly rental amount		11
Warehouse [Member]
Operating Leased Assets [Line Items]
Monthly rental amount		$ 1
Notice required for lease termination		30 days
One Year Extension Option at 4% Increase in Rent [Member] | Office Building [Member]
Operating Leased Assets [Line Items]
Lease renewal term	1 year
Increase to monthly rental amount (percent)	4.00%
Two One-Year Extension Options at a Mutually Agreed Market Rate [Member]
Operating Leased Assets [Line Items]
Lease renewal term	1 year
Two One-Year Extension Options at a Mutually Agreed Market Rate [Member] | Office Building [Member]
Operating Leased Assets [Line Items]
Number of lease extensions | extension	2

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Commitments and Contingencies - Summary of Minimum Future Capital Lease Payments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2016	$ 295
2017	53
Total	$ 348

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Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 14, 2014	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Glori stock option conversion ratio	2.9
Glori stock option exercise price increase	2.9
Future unrecognized compensation expense for nonvested shares | $		$ 2,228
Weighted-average grant date fair value | $ / shares		$ 0.96	$ 0.66
Total fair value of options vested | $		$ 249	$ 303
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average vesting period		2 years 10 months
Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation | $		$ 1,412	$ 296
Glori Oil Limited 2006 Stock Option And Grant Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance | shares			2,581,190
2014 Long Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance | shares		40,667
Number of shares authorized | shares			2,000,000
Award expiration period			10 years
2014 Long Term Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage			25.00%
Award vesting period			1 year
2014 Long Term Incentive Plan [Member] | Years Two Through Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			36 months

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Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Number of Stock Options
Outstanding, beginning balance (in shares)	2,300,050	2,322,180
Awarded (in shares)	924,234	7,103
Exercised (in shares)	(211,246)	(9,397)
Forfeited or Expired (in shares)	(178,403)	(19,836)
Outstanding, ending balance (in shares)	2,834,635	2,300,050	2,322,180
Exercisable (in shares)	1,934,605
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 0.82	$ 0.81
Awarded (in dollars per share)	1.54	1.16
Exercised (in dollars per share)	0.66	1.16
Forfeited or Expired (in dollars per share)	1.80	1.16
Outstanding, ending balance (in dollars per share)	1.01	$ 0.82	$ 0.81
Exercisable (in dollars per share)	$ 0.84
Weighted Average Remaining Contractual Term
Outstanding (in years)	6 years 11 months	6 years 8 months 19 days	7 years 8 months 12 days
Exercisable (in years)	5 years 7 months 30 days
Aggregate Intrinsic Value
Outstanding	$ 89	$ 7,725	$ 782
Exercised	456	$ 70
Exercisable	$ 89

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Stock-Based Compensation - Fair Value Assumptions (Details) - Stock Option [Member]	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.55%	2.44%
Expected volatility	66.00%	55.00%
Expected dividend yield	0.00%	0.00%
Expected life (in years)	6 years	7 years
Expected forfeiture rate	0.00%	0.00%

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Stock-Based Compensation - Restricted Shares Activity (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Shares
Non-vested awards outstanding, December 31, 2014 | shares	0
Granted | shares	1,040,540
Vested | shares	(150,808)
Forfeited | shares	(45,140)
Non-vested awards outstanding, December 31, 2015 | shares	844,592
Weighted-average grant date fair value
Non-vested awards outstanding, December 31, 2014 (in USD per share) | $ / shares	$ 0.00
Granted (in USD per share) | $ / shares	2.65
Vested (in USD per share) | $ / shares	2.65
Forfeited (in USD per share) | $ / shares	2.13
Non-vested awards outstanding, December 31, 2015 (in USD per share) | $ / shares	$ 2.67

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Segment Information - Summary of Segment Information (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) arrangement	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of first purchaser arrangements | arrangement									3
Revenues	$ 1,784	$ 2,019	$ 2,632	$ 2,567	$ 3,843	$ 5,458	$ 5,556	$ 1,002	$ 9,002	$ 15,859
Operating expenses									19,569	22,093
Impairment of oil and gas properties									22,600	13,160
Depreciation, depletion and amortization									5,507	4,624
Loss from operations	(27,597)	$ (3,867)	$ (3,604)	$ (3,606)	(17,709)	$ (1,633)	$ (1,880)	$ (2,796)	(38,674)	(24,018)
Other income (expense)									2,237	5,471
Taxes on income									(182)	209
Net loss									(36,255)	(18,756)
Property, plant and equipment, net	7,315				28,813				7,315	28,813
Total assets	22,264				67,435				22,264	67,435
Oil And Gas [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues									7,397	11,724
Operating expenses									9,974	10,777
Impairment of oil and gas properties									22,600	13,160
Depreciation, depletion and amortization									4,953	4,188
Loss from operations									(30,130)	(16,401)
Other income (expense)									4,382	6,023
Taxes on income									0	0
Net loss									(25,748)	(10,378)
Property, plant and equipment, net	5,741				27,078				5,741	27,078
Total assets	10,098				34,163				10,098	34,163
AERO Service [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues									1,605	4,135
Operating expenses									1,771	3,528
Impairment of oil and gas properties									0	0
Depreciation, depletion and amortization									327	404
Loss from operations									(493)	203
Other income (expense)									0	0
Taxes on income									0	0
Net loss									(493)	203
Property, plant and equipment, net	1,294				1,636				1,294	1,636
Total assets	1,816				1,789				1,816	1,789
Corporate [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues									0	0
Operating expenses									7,824	7,788
Impairment of oil and gas properties									0	0
Depreciation, depletion and amortization									227	32
Loss from operations									(8,051)	(7,820)
Other income (expense)									(2,145)	(552)
Taxes on income									(182)	209
Net loss									(10,014)	(8,581)
Property, plant and equipment, net	280				99				280	99
Total assets	$ 10,350				$ 31,483				$ 10,350	$ 31,483

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Segment Information - Revenue by Geographic Location (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 1,784	$ 2,019	$ 2,632	$ 2,567	$ 3,843	$ 5,458	$ 5,556	$ 1,002	$ 9,002	$ 15,859
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									7,640	13,233
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									317	2,220
Brazil [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									$ 1,045	$ 406

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Quantities of Proved Reserves (Details) - United States [Member]	12 Months Ended
	Dec. 31, 2015 MBbls MMcf	Dec. 31, 2014 MBbls MMcf
Crude oil and condensate [Member]
Proved Developed and Undeveloped Reserves [Abstract]
Proved developed reserves, beginning balance | MBbls	1,402	18
Proved Developed and Undeveloped Reserves, Purchases of Minerals in Place | MBbls	74	1,728
Proved Developed and Undeveloped Reserves, Sale of Mineral in Place | MBbls	(14)
Proved Developed and Undeveloped Reserves, Production | MBbls	(155)	(133)
Proved Developed and Undeveloped Reserves, Revisions of Previous Estimates | MBbls	(612)	(211)
Proved developed reserves, ending balance | MBbls	695	1,402
Natural Gas [Member]
Proved Developed and Undeveloped Reserves [Abstract]
Proved developed reserves, beginning balance | MMcf	54	0
Proved Developed and Undeveloped Reserves, Purchases of Minerals in Place | MMcf	68	384
Proved Developed and Undeveloped Reserves, Sale of Mineral in Place | MMcf	0
Proved Developed and Undeveloped Reserves, Production | MMcf	(90)	(72)
Proved Developed and Undeveloped Reserves, Revisions of Previous Estimates | MMcf	19	(258)
Proved developed reserves, ending balance | MMcf	51	54

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Proved Developed and Undeveloped Reserves (Details) - United States [Member]	Dec. 31, 2015 MBbls MMcf	Dec. 31, 2014 MBbls MMcf	Dec. 31, 2013 MBbls MMcf
Crude oil and condensate [Member]
Reserve Quantities [Line Items]
Proved developed reserves | MBbls	695	1,402	18
Proved developed reserves | MBbls	0	0
Total | MBbls	695	1,402
Natural Gas [Member]
Reserve Quantities [Line Items]
Proved developed reserves | MMcf	51	54	0
Proved developed reserves | MMcf	0	0
Total | MMcf	51	54

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Capitalized Costs Relating to Oil and Gas Producing Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Extractive Industries [Abstract]
Unproved properties	$ 443	$ 196
Proved properties	48,454	45,694
Total	48,897	45,890
Less - accumulated depreciation, depletion and amortization	(44,181)	(19,612)
Net capitalized costs	4,716	26,278
Oil and gas property impairment	$ 22,600	$ 13,160

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Cost Incurred in Oil and Gas Producing Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Extractive Industries [Abstract]
Acquisition of properties	$ 3,705	$ 42,788
Development	2,534	0
Total costs incurred	$ 6,239	$ 42,788

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Results of Operations for Oil and Gas Producing Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Extractive Industries [Abstract]
Revenues from oil and gas producing activities	$ 7,397	$ 11,724
Production costs	6,588	6,631
Exploration expense	102	0
Ad valorem taxes	420	438
State severance taxes	343	547
Impairment of oil and gas property	22,600	13,160
Depreciation, depletion and amortization	4,723	3,960
Total expenses	34,776	24,736
Pre-tax loss from producing activites	(27,379)	(13,012)
Income tax expense	0	0
Results of oil and gas producing activities	$ (27,379)	$ (13,012)

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Discounted Future Cash Flows Relating to Proved Reserves (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Extractive Industries [Abstract]
Annual discount for estimated timing of cash flows	(10.00%)
Future cash inflows	$ 33,926	$ 133,235
Future production and development costs
Production	(26,442)	(86,032)
Development	(136)	0
Future cash flows before income taxes	7,348	47,203
Future income taxes	0	0
Future net cash flows after income taxes	7,348	47,203
10% annual discount for estimated timing of cash flows	(2,586)	(17,111)
Standardized measure of discounted future net cash flows	$ 4,762	$ 30,092	$ 561

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Supplemental Information for Oil and Gas Producing Activities (Unaudited) - Summary of Changes in Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves [Roll Forward]
Beginning balance	$ 30,092	$ 561
Changes from:
Sales, net of production costs	(46)	(4,108)
Net changes in prices and production costs	(12,882)	2,445
Extensions	544	0
Divestiture of reserves	(337)	0
Revisions to quantity estimates	(16,436)	(8,044)
Accretion of discount	3,009	56
Purchases of reserves in place	1,188	38,211
Net changes in income taxes	0	0
Changes in timing of cash flows and other	(370)	971
Ending balance	$ 4,762	$ 30,092

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Selected Quarterly Financial Results (Unaudited) - Summary of Results of Operations (Details) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended								12 Months Ended
	Apr. 14, 2014	Dec. 31, 2015 USD ($) $ / shares shares	Sep. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Mar. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares	Sep. 30, 2014 USD ($) $ / shares shares	Jun. 30, 2014 USD ($) $ / shares shares	Mar. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares
Quarterly Financial Information Disclosure [Abstract]
Net revenues		$ 1,784	$ 2,019	$ 2,632	$ 2,567	$ 3,843	$ 5,458	$ 5,556	$ 1,002	$ 9,002	$ 15,859
Loss from operations		(27,597)	(3,867)	(3,604)	(3,606)	(17,709)	(1,633)	(1,880)	(2,796)	$ (38,674)	$ (24,018)
Net loss applicable to stockholders		$ (27,052)	$ (1,303)	$ (4,916)	$ (2,984)	$ (11,656)	$ (356)	$ (6,060)	$ (684)
Net loss per common share, basic and diluted (in dollars per share) | $ / shares		$ (0.85)	$ (0.04)	$ (0.15)	$ (0.09)	$ (0.37)	$ (0.01)	$ (0.20)	$ (0.60)	$ (1.14)	$ (0.65)
Weighted average shares outstanding, basic and diluted | shares		31,859	31,845	31,803	31,563	31,499	31,475	29,642	1,137	31,769	28,855
Glori stock option conversion ratio	2.9