SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
October 22, 2012
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33228 | 20-0065053 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6510 Abrams Road, Suite 300, Dallas, TX 75231
(Address of Principal Executive Offices)
214-221-4610
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement
On October 22, 2012, Zion Oil & Gas, Inc. (the “Company”) implemented a reduction in the exercise price of all of its publicly traded warrants trading on the NASDAQ Global Market under the symbols ZNWAW and ZNWAZ. Under the exercise price reduction program, these warrants can be exercised, through their scheduled expiration date of December 31, 2012, at the reduced warrant exercise price of $1.75. Each warrant so exercised produces one share of the Company’s common stock, trading on the NASDAQ Global Market under the symbol ZN.
Except for the temporary reduction in the warrant exercise prices as herein provided, all of the terms and conditions contained in the applicable Warrant instruments will continue in full force and effect.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 – Press Release issued on October 22, 2012
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
| Zion Oil and Gas, Inc. | |||
| Date: October 22, 2012 | By: | /s/ Victor Carrillo | |
| Victor Carrillo | |||
| President and Chief Operating Officer | |||
Zion Oil Reduces the Exercise Price of Outstanding Warrants
Dallas, Texas and Caesarea, Israel - October 22, 2012: Zion Oil & Gas, Inc. (NASDAQ GM: ZN, ZNWAW, ZNWAZ) today announced that it has reduced the exercise price to $1.75 of both series of its outstanding publicly traded warrants quoted under the symbols “ZNWAW” and “ZNWAZ” until 5:00 p.m. eastern time on December 31, 2012, their scheduled expiration date (the “Expiration Time”). Any and all warrants properly exercised in accordance with their respective terms prior to the Expiration Time will be accepted by Zion at the reduced exercise price and one share of registered common stock per warrant will be issued to the exercising warrant holder. The original exercise price for the ZNWAW Warrants was $7.00 and for the ZNWAZ Warrants was $4.00.
After the Expiration Time, warrants under the symbols ZNWAW and ZNWAZ will expire with no further value. Except for the reduced exercise price of the warrants through their scheduled expiration date, the terms of the Warrants remain unchanged. Holders of Warrants that desire to exercise their Warrants should contact their brokers and instruct them to exercise the Warrants prior to the Expiration Time.
As of today’s date, approximately 471,347 ZNWAW Warrants and 2,953,595 ZNWAZ Warrants are outstanding. Zion’s common stock is listed on the NASDAQ GLOBAL Market under the symbol ZN. Zion recommends that Warrant holders obtain current market quotations for Zion’s securities before deciding whether or not to exercise their Warrants.
Mr. John Brown, Zion’s Executive Board Chairman and Chief Executive Officer said: “For the shareholders who have supported Zion through our past stock and warrant offerings, we want to substantially reduce the warrant exercise price to provide a benefit to you before the warrants expire as a way of expressing our gratitude for your ongoing support.”
ZION’S BOARD OF DIRECTORS HAS APPROVED THE WARRANT EXERCISE PRICE REDUCTION. HOWEVER, NEITHER ZION NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION AS TO WHETHER TO EXERCISE WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE ITS OWN DECISION AS TO WHETHER TO EXERCISE A WARRANT.
The information above does not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Zion.
Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel in areas located onshore between Haifa and Tel Aviv. It currently holds three petroleum exploration licenses: the Joseph License (on approximately 83,272 acres) and the Asher-Menashe License (on approximately 78,824 acres) between Netanya, in the south, and Haifa, in the north, and the Jordan Valley License (on approximately 55,845 acres), just south of the Sea of Galilee. The total license area amounts to approximately 218,000 acres.
FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion’s operations, are forward-looking statements as defined in the “Safe Harbor” provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.
Zion’s homepage may be found at: www.zionoil.com
Contact:
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
Brittany Russell:
Telephone: 214-221-4610
Email: dallas@zionoil.com