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
August 30, 2016
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.) |
12655 North Central Expressway, Suite 1000, Dallas, TX 75243
(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 1.01 | Entry into a Material Definitive Agreement |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events. |
Bond Offering
On May 31, 2016, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the Prospectus Supplement dated May 31, 2016 (the “Original Prospectus Supplement”) relating to an offering of the Company’s 12% Convertible Senior Bonds (the “Bonds;” each, a “Bond”) in a minimum aggregate amount of $2,500,000 up to a maximum amount of $12,000,000 (the “Offering”). On June 22, 2016, the Company filed an Amendment No. 1 to the Original Prospectus Supplement. The Original Prospectus Supplement forms a part of 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 and Exhibit 4.2, the Original Indenture.
On August 30, 2016, the Company filed with the SEC an Amendment No. 2 to the Prospectus Supplement (“Amendment No. 2”). Under Amendment No. 2, the Offering period is extended from September 1, 2016 to 10:00 a.m. EST to November 1, 2016 (such extended date and time being called the “Closing Date”), and at such location as may be agreed upon between Network 1 Financial Securities, Inc. (the “Placement Agent”) and the Company. If the Company does not receive acceptable subscriptions and payments totaling at least the Minimum Purchase Amount of $2.5 million on or before October 31, 2016, the Company will terminate the offering and promptly refund the money raised without deduction. The Bonds will be issued on that date and interest thereon shall begin to accrue on the 31st day following the final closing date.
The Bonds will bear interest at a rate of 12% per year on the principal or par value of $1,000.00 per Bond, payable annually in arrears on December 2 of each year, beginning on December 2, 2017. The interest payments shall be paid annually, in arrears in cash or in shares of our common stock, at the Company’s sole discretion. At maturity, the Company will deliver shares of its common stock as provided in this Prospectus or pay the principal and unpaid interest in cash.
Also under Amendment No. 2, the following disclosure is added under a section entitled “U.S. State Securities (“Blue Sky”) and Foreign Securities Laws.” The new wording reads as follows:
“In order to comply with certain blue sky and foreign securities laws, if applicable, the Bonds will be offered and sold in such jurisdictions only where such offers and sales are (i) permitted by registration or qualification of the Bonds or pursuant to an appropriate exemption from registration, and (ii) effected by the Company as designated by Network 1 Financial Securities Inc. or by brokers or dealers that are registered or licensed in the applicable jurisdiction. In certain states and foreign countries, the amount of an investment in the Bonds and whether or not an investment may be allowed to occur could depend upon an investor’s meeting the ‘suitability standards’ established by the jurisdiction in which such investor resides. ‘Suitability standards’ are defined as ‘minimum net worth required, minimum income required and/or maximum investment allowed’ of or by a potential purchaser in this offering. Our officers, directors and Placement Agents will be provided information on a current basis as to those U.S. states and foreign jurisdictions in which the Bonds have qualified for offers and sales or in which we have an opinion of counsel that the Bonds are exempt from registration, and the suitability standards, if any, required by such U.S. states and foreign jurisdictions.”
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Amendment to Supplemental Indenture
Effective May 31, 2016, the Company executed a Supplemental Indenture, as Issuer, with the American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”), located at 6201 15th Avenue, Brooklyn, NY 11219, as the trustee, paying agent and registrar, relating to the issuance by the Company of the Bonds. On June 22, 2016, the Company filed an Amendment No. 1 to the Supplemental Indenture with Form 8-K dated June 22, 2016 under Item 9.01(d), Exhibit 4.1.
Effective August 30, 2016, the Company executed an Amendment No. 2 to the Supplemental Indenture, dated May 31, 2016, that extends the Final Closing Date of the Bonds from September 1, 2016 to November 1, 2016. The maturity date of the Bonds is extended from October 2, 2028 to December 2, 2028. The Bonds will bear interest from December 2, 2016, and payable on December 2nd of each year, beginning on December 2, 2017. The Bonds will be redeemable at any time after the third anniversary of their issuance date. The Bonds will be convertible at any time prior to the close of business on the business day immediately prior to the 30-day period preceding the maturity date.
The Company is filing the items included in Exhibits 4.1 and 4.2 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Registration Statement for the Prospectus Supplement and the Supplemental Indenture under Annex B.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | 4.1 - Amendment No. 2 to Supplemental Indenture |
| Exhibit | 4.2 - Amended Global Note (incorporated by reference to the Amendment to the Company’s Supplemental Indenture in Exhibit 4.1) |
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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: August 30, 2016 | By: | /s/ Victor G. Carrillo |
| Victor G. Carrillo | ||
| Chief Executive Officer | ||
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Exhibit 4.1
ZION OIL & GAS, INC.
as Issuer
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as Trustee
AMENDMENT NO. 2 to SUPPLEMENTAL INDENTURE
Dated as of August 30, 2016
$12,000,000 Maximum
$2,500,000 Minimum
12% Convertible Senior Note due 2028
AMENDMENT No. 2 to the SUPPLEMENTAL INDENTURE, dated as of August 30, 2016, between Zion Oil & Gas, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”) under the Indenture, dated as of March 27, 2014, by and between the Company and the Trustee (the “Original Indenture”), as supplemented by the Supplemental Indenture, dated May 31, 2016, by and between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture”).
RECITALS OF THE COMPANY
WHEREAS, the Board of Directors of the Company has duly adopted resolutions authorizing the Company to amend the Supplemental Indenture;
WHEREAS, the Company desires to extend to November 1, 2016 the final offering date of its “12% Convertible Senior Notes due 2028” (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture, the Supplemental Indenture, Amendment No. 1 and this Amendment No. 2 to the Supplemental Indenture;
WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note and the Form of Notice of Conversion, Form of Fundamental Change Purchase Notice and Form of Assignment and Transfer contemplated under the terms of the Notes are to be substantially in the forms hereinafter provided and with dates extended as provided in this Amendment; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Amendment No. 2 to the Supplemental Indenture, and all requirements necessary to make (i) this Amendment No. 2 to the Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Amendment No. 2 and the Supplemental Indenture and Amendment No. 1 have been duly authorized in all respects.
NOW, THEREFORE, THIS AMENDMENT NO. 2 TO THE SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:
This Amendment No. 2 to the Supplemental Indenture amends the Supplemental Indenture dated May 31, 2016 (“Original Supplement Indenture”), as amended by Amendment No. 1 dated June 22, 2016. This Amendment No. 2 to the Supplemental Indenture should be read in conjunction with the Original Indenture. This Amendment No. 2 is incorporated by reference into the Supplemental Indenture. This Amendment No. 2 is not complete except in connection with, the Supplemental Indenture, including any amendments or supplements thereto.
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Extension of Closing Date, Maturity Date and Interest Payment Date
The Company desires to extend the final offering date of the senior convertible bonds from September 1, 2016 to November 1, 2016. Accordingly, the beginning interest accrual date of the senior convertible bonds is changed from October 2, 2016 to December 2, 2016. The maturity date of the convertible bonds is changed from October 2, 2028 to December 2, 2028. The bonds will bear interest from the new date of December 2, 2016, and payable on December 2nd of each year, beginning on December 2, 2017. The “regular record date” for interest payments shall continue to be 10 business days prior to the payment date. The convertible bonds continue to be redeemable at any time after the third anniversary of their issuance date. The convertible bonds continue to be convertible at any time prior to the close of business on the business day immediately prior to the 30-day period preceding the maturity date.
Accordingly, all references in the Supplemental Indenture, and all Exhibits thereto, are hereby amended as described above. Except for the substitution of the changed dates above, all other features, conditions and terms of the Supplemental Indenture remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Supplemental Indenture to be duly executed as of the day and year first above written.
| ZION OIL & GAS, INC. | |||
| By: | /s/ Martin M. van Brauman | ||
| Name: | Martin M. van Brauman | ||
| Title: | Senior Vice President, Treasurer and Corporate Secretary, Director | ||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee | ||
| By: | /s/ Paul Kim | |
| Name: Paul Kim | ||
| Title: Assistant General Counsel | ||
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