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 6, 2015
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-33228 |
20-0065053 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 6510 Abrams Road, Suite 300, Dallas, TX 7523 | ||
| (Address of Principal Executive Offices) |
Registrant's telephone number, including area code: 214-221-4610
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 8.01 | Other Events. |
On September 30, 2015, Zion Oil & Gas, Inc. (the “Company”) completed its previously announced rights offering. As a result of the rights offering, the Company will issue approximately 550,981 shares of common stock, par value $0.01 per share (the “Common Stock”), at a subscription price of $1.75 per share, to holders of record as of the close of business on June 19, 2015, who exercised their rights pursuant to the basic and over-subscription privileges. The total subscription of approximately 550,981 shares of Common Stock will be accepted (including all of the over-subscription). The gross proceeds from the rights offering of approximately $964,217 less fees and expenses incurred in connection with the rights offering, will be used by the Company to further its drilling efforts and as otherwise provided in the prospectus. Following the issuance of the shares subscribed in the rights offering, the Company will have outstanding approximately 37,765,052 shares of its Common Stock as of October 6, 2015.
In connection with the above rights offering, the Company is filing the item included as an exhibit to this current report on Form 8-K for the purpose of incorporating such item as an exhibit in the Company’s Registration Statement on Form S-3 (File No. 333-193336), as amended, which was declared effective by the SEC on March 27, 2014 (the “Registration Statement”), along with the Base Prospectus. The Company distributed the subscription rights on or about July 6, 2015 pursuant to the terms of a Prospectus Supplement, dated July 6, 2015. The Exhibit 5.1 to this Current Report on Form 8-K, which relates to the above Registration Statement, is hereby incorporated as an exhibit to the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 5.1 | Opinion of Pearl Cohen Zedek Latzer Baratz LLP, regarding the validity of the subscription rights and common stock offered. |
| 2 |
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 6, 2015 | By: | /s/ Victor G. Carrillo |
| Victor G. Carrillo | ||
| Chief Executive Officer | ||
3
EXHIBIT 5.1
[Opinion of Pearl Cohen Zedek Latzer Baratz LLP]
Zion Oil & Gas, Inc.
6510 Abrams Road, Suite 300
Dallas, Texas 75231
October 6, 2015
Ladies and Gentlemen
We are special counsel to Zion Oil & Gas, Inc. (the “Company”). We are rendering this opinion in connection with the proposed issuance by the Company of 79,280,000 subscription rights (the “Rights”) to purchase up to 29,120,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) as of the record date of June 19, 2015. Each Right consists of four (4) shares of Common Stock (the “Shares”). The Rights and Shares are being issued and/or offered and sold, as applicable, under a registration statement on Form S-3 under the Securities Act originally filed with the Securities and Exchange Commission (the “Commission”) on January 13, 2014 (Registration Nos. 333-193336) (as amended by pre-effective Amendment No.1, the “Registration Statement”), including a base prospectus dated March 27, 2014 (the “Base Prospectus”) and a prospectus supplement dated July 6, 2015 (the “Prospectus Supplement” and together with the Base Prospectus the “Prospectus”).
In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the organizational documents of the Company, including the Amended and Restated Certificate of Incorporation and the Restated By-laws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement and the Issuance, (iii) the Registration Statement and the exhibits thereto and the Prospectus and (iv) the form of subscription rights certificate in respect of the Rights.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company. We have also assumed that the stock certificates evidencing the Shares will conform to the specimen common stock certificate examined by us and will be duly executed and delivered.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that:
1) The Rights were duly authorized and, when issued, were the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
2) When the Shares are issued and delivered against payment therefor upon due exercise of Rights as contemplated in the Prospectus, the Shares will be duly authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation by reference into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the Issuance.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion after the date hereof should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.
| Very truly yours, | |
| /s/ Pearl Cohen Zedek Latzer Baratz LLP | |
| Pearl Cohen Zedek Latzer Baratz LLP |