-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ne9O0eU9OYZOF6thxiORMhDJAabEn4loCOWV56hAV2Y+Iup3OPfdruO2NphLGsiZ EVpT4iPlNO0VZ9uZsyN2Bw== 0001144204-11-000508.txt : 20110104 0001144204-11-000508.hdr.sgml : 20110104 20110104170021 ACCESSION NUMBER: 0001144204-11-000508 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZION OIL & GAS INC CENTRAL INDEX KEY: 0001131312 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200065053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-148982 FILM NUMBER: 11506893 BUSINESS ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2142214610 MAIL ADDRESS: STREET 1: 6510 ABRAMS RD STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 424B3 1 v207248_424b3.htm Unassociated Document
 
Filed pursuant to Rule 424(b)(3)
To Prospectus dated May 14, 2008
  
File No. 333-148982
 
ZION OIL & GAS, INC.
 
This document supplements the prospectus dated May 14, 2008, as supplemented on October 24, 2008, December 1, 2008 and January 21, 2009. This prospectus supplement is incorporated by reference into the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements to the prospectus.
 
Commencing January 4, 2011 and continuing through 5:00 p.m. Eastern Time on March 7, 2011 (the "Expiration Time"), the exercise price of the Unit Warrants will be reduced from $7.00 to $4.00. Any and all Unit Warrants properly exercised in accordance with the terms of the Unit Warrants on or after the date hereof and prior to the Expiration Time will be accepted by Zion at the reduced exercise price and one share of registered common stock per Unit Warrant will be issued to the exercising Unit Warrant holder. After the Expiration Time, the $7.00 exercise price included in the original terms of the Unit Warrants will be reinstituted. Except for the reduced exercise price of the Unit Warrants prior to the Expiration Time, the terms of the Warrants remain unchanged. Zion reserves the right to extend the Expiration Time, however, at this time Zion does not intend to do so.

Accordingly, all references in the Prospectus indicating that the exercise price of the Unity Warrants is $7.00 are hereby deleted and replaced with an exercise price of $4.00 through the Expiration Time. Thereafter and through January 31, 2012, the expiration date of the Unit Warrants, the exercise price shall be $7.00.

Investing in our common stock is very risky. See "Risk Factors" commencing at page 2 of the prospectus to read about the risks that you should consider before buying shares of our stock.
 
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 
The date of this prospectus supplement is January 4, 2011.
 
 
 




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