8-K

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

September 7, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Management Changes

On August 31, 2018, the Board of Directors (the “Board”) of Zion Oil & Gas, Inc. (the “Company”) appointed Dustin L. Guinn as the Chief Executive Officer. Mr. Guinn currently serves as the Company’s Executive Vice Chairman of the Board, President and Chief Operating Officer, positions he will retain. Mr. Guinn is replacing Victor G. Carrillo who tendered his attached resignation letter on August 31, 2018 from the position of Chief Executive Officer and director after eight years of service to the Company.

Prior to joining the Company, Mr. Guinn served as Chief Executive Officer (“Viking CEO”) of Viking Services from June of 2011 through September of 2015. Mr. Guinn’s primary responsibilities included operational and strategic management focusing on the growth, deployment and profitability of assets in Turkey, Northern Iraq, Hungary, Bulgaria, Serbia, Romania and other strategic countries within the Middle East, North Africa, as well as Central and Eastern Europe. Mr. Guinn has extensive experience in transactional mergers and acquisitions involving both entity and asset purchases as well as the integration of those acquisitions and was intimately involved in the growth of Viking, in terms of financial, operational, structural, reporting and management growth since its inception in 2008. Prior to assuming the responsibilities of Viking CEO in 2011, Mr. Guinn served as President of Viking International and Viking Geophysical in which he leveraged his financial background and experience to focus on the continued development of operational efficiencies, reporting implementation, profitable asset deployment and accountability focusing on ROI metrics. Mr. Guinn was integral in the procurement and negotiation of many of Viking’s key long-term, ongoing service contracts and master service agreements that helped grow Viking. . Mr. Guinn served in a number of capacities during his tenure with Viking such as CFO, Treasury Manager and Financial Analyst, which allowed for the opportunity to have a balanced and well-rounded understanding of the business. Mr. Guinn graduated with honors from New Mexico State University with a Bachelor of Business Administration degree in Finance, during which point and time he competed in both track and field and football. Mr. Guinn then earned a Master’s Degree in Business Administration from West Texas A&M.

With his appointment as Chief Executive Officer, Mr. Guinn will continue to serve as Executive Vice Chairman, President and Chief Operating Officer, under his original Employment Agreement, dated July 1, 2016. Mr. Guinn has 235,000 shares of Company stock and 100,000 Company stock options outstanding.

Mr. Guinn is not a party to any other material plan, contract or arrangement with the Company, nor has any other material plan, contract or arrangement to which he is a party been modified as a result of his respective promotion described above. Further, in connection with his promotion described above, Mr. Guinn does not have any familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 –	Resignation Letter of Victor G. Carrillo, former CEO
Exhibit 99.2 –	Press Release dated September 7, 2018

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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: September 7, 2018	By:	/s/ Dustin L. Guinn
		Dustin L. Guinn
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

  Victor G. Carrillo Chief Executive Officer

August 31, 2018

To All Zion Employees,

It has been a blessing to have served in various capacities with Zion Oil & Gas for almost eight years, having first joined its Board of Directors in September of 2010. Over the years, I’ve served as Executive Vice President, President and Chief Operations Officer, and, for the last three years, as Zion’s Chief Executive Officer (CEO). Working with many Israelis over the multiple trips to Israel over the years, I have grown to love and appreciate the people and land of Israel as never before.

Over the last several years, my primary focus has been guiding the company through acquisition of its 99,000-acre Megiddo-Jezreel License and fulfilling all regulatory requirements to be able to drill our long-awaited Megiddo-Jezreel #1 well – Zion’s first well on this large license area.

It has been an arduous, complex, expensive, and lengthy process. However, through a collective team effort, we have now successfully drilled our deep well and are finishing testing our primary zones of interest.

I believe that God led me to Zion and that it was a part of my mission to help guide the company to drill this key, deep well. That goal having now been accomplished, it is time for me to move on to pursue other personal interests, effective September 1, 2018.

For two years, I’ve had the great pleasure to have worked with Dustin Guinn as Zion’s President and Chief Operations Officer – without whose talents Zion’s MJ #1 well would likely have not been drilled. It is my firm belief that the CEO position will be in great hands with Dustin Guinn at the helm.

I will forever treasure the experience and friendships derived from my years at Zion.

Shalom and may the LORD continue to bless each of you and your families!

/s/ Victor G. Carrillo, CEO

Victor G. Carrillo, CEO

Zion Oil & Gas, Inc.

EX-99.2

Exhibit 99.2

Zion Oil & Gas Announces Dustin Guinn as Chief Executive Officer

Zion Oil & Gas operational update and plans to test up to five additional zones of interest.

DALLAS and CAESAREA, Israel – September 7, 2018 – Zion Oil & Gas, Inc. (NASDAQ: ZN) is pleased to announce the appointment of Dustin Guinn as Chief Executive Officer of Zion Oil & Gas, effective September 1, 2018.

“I am very excited about the continued opportunity to help Zion fulfill its vision of helping Israel become energy independent,” expressed Dustin Guinn. “I have been intimately involved in the Megiddo Jezreel #1 (MJ #1) Project as President and COO, and my optimism remains high. I am fully aware of the investment, both financially and emotionally, that our shareholders have made in Zion’s current MJ #1 Project, and I do not take that lightly. I also understand the challenges that we face to fulfill the vision and am accepting the position as CEO, in part, as a response to those challenges. I view these challenges as an opportunity to overcome and succeed. I believe in Zion, the MJ #1 Project and look forward to our best days ahead.”

John Brown, Zion’s Founder and Chairman of the Board, states, “Dustin’s background as a former CEO of an international oil and gas service company in which he oversaw the growth of a regionally focused company to one that had over 1,500 employees with peak annualized revenues in excess of $400 million with an asset base of over $600 million help give Zion the operational and organizational experience we need at this time. His alignment with Zion’s vision, and his leadership over the last two years, have proven to me that he is uniquely gifted to help lead Zion.”

Zion’s petrophysical analysis, in conjunction with observations while drilling the MJ #1 well, has identified five additional primary zones of interest above the Mohilla formation that, contingent upon adequate financial resources, Zion plans to test. As has been previously reported, there are naturally fractured carbonates in the shallower zones that have effective reservoir potential. That, coupled with internal and 3^rd party petrophysical analysis of Zion’s open hole logs, gives Zion optimism and confidence to proceed with further testing, and Zion believes that it is imperative to test these zones of interest.

Zion remains committed to observing local customs such as Shabbat and holidays, and, as a result of 2018’s holiday schedule, it is impractical, inefficient, and cost prohibitive to try to operate through the holiday season in September. Zion’s service providers have all generously agreed to steeply discount their standby rates to accommodate Rosh Hashanah (Feast of Trumpets), Yom Kippur (Day of Atonement), and Sukkot (Feast of the Tabernacles) holidays.

“We are grateful to our service providers for their willingness to partner with us in this effort,” expressed Dustin Guinn. “We believe this shows good stewardship, both financially and culturally.” Zion plans to resume operations on October 14^th, 2018 and recommence testing of the identified zones of interest.

NEW UNIT PROGRAM IS SCHEDULED TO END SEPTEMBER 26, 2018

Zion continues Unit Program where each Unit gives the participant $250 in stock (NASDAQ: ZN) and 25 $1.00 Warrants.

Zion has provided more information on the Unit Program and its ongoing Direct Stock purchase program on their website: https://www.zionoil.com/dspp.

Zion is dedicated to exploring for oil and gas onshore Israel and is 100% focused on its Megiddo-Jezreel License, comprising approximately 99,000 acres, south and west of the Sea of Galilee that includes the Jezreel and Megiddo valleys. This license gives Zion the exclusive right to explore in this license area that appears to possess the key geologic ingredients of an active petroleum system with significant exploration potential. Zion’s latest information on ongoing operations can be found on their website: https://www.zionoil.com/updates.

Zion Oil & Gas, Inc. has filed with the SEC a registration statement (including a prospectus) for the unit program under the DSPP to which this communication relates. That prospectus and other documents the Company has filed with the SEC may be obtained at no charge (free) by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company will send you the prospectus upon request by calling toll free 888-891-9466. Direct links to the SEC location, or to the documents in PDF, may be found on Zion’s home page at www.zionoil.com.

FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion's planned operations, anticipated attributes of geological strata being drilled or tested, the presence or recoverability of hydrocarbons or the commerciality thereof, if any, operational risks in testing and well completion, timing and potential results thereof and plans contingent thereon are forward-looking statements as defined in the "Safe Harbor" provisions 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.

Contact:
Zion Oil & Gas, Inc.
12655 North Central Expressway, Suite 1000
Dallas, TX 75243
Andrew Summey:
Telephone: 214-221-4610      
Email: info@zionoil.com
www.zionoil.com