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

December 14, 2022

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) (Zip Code)

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Item 3.03 Material Modification to Rights of Security Holders.

On December 14, 2022, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to certain Warrant Agent Agreements (the “Agreements”) between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15^th Avenue, Brooklyn, NY 11219 (“AST”).  The Company has implemented Agreements with AST as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA [trading under the symbol ZNOGW] and under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG.

The Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2023 and Warrant ZNWAG has an expiration date of January 8, 2023.

Pursuant to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion extended the duration of the above Warrants by delaying the Expiration Dates and such extension shall be identical in duration among all of the Warrants. The Company is extending the duration of the Warrant ZNWAA [trading under the symbol ZNOGW] by one (1) year from the expiration date of January 31, 2023 to January 31, 2024. The Company is extending the duration of the Warrant ZNWAG by one (1) year from the expiration date of January 8, 2023 to January 8, 2024.

Pursuant to Section 3.1, the Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date, provided that any such reduction shall be identical among all of the Warrants. The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1	Amendment to Warrant Agent Agreements effective December 14, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

1

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 & Gas, Inc.
Date: December 14, 2022	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

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EX-4.1

Exhibit 4.1

AMENDMENT TO WARRANT AGENT AGREEMENTS

This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of December 14, 2022, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15^th Avenue, Brooklyn, NY 11219 (“AST”). 

WHEREAS, the Company has implemented Agreements with AST as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA and under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG;

WHEREAS, the Warrant ZNWAA has an expiration date of January 31, 2023 and the Warrant ZNWAG has an expiration date of January 8, 2023.

WHEREAS, pursuant to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion hereby extends the duration of the above Warrants by delaying the Expiration Dates and such extension shall be identical in duration among all of the Warrants and, further, the Company may extend the duration of the Exercise Periods in accordance with Section 3.2 without registered holder consent.

WHEREAS. pursuant to Section 3.1, the Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date, provided that any such reduction shall be identical among all of the Warrants. The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

3.1 Warrant Price

Added last paragraph for the Warrant Agent Agreement of the Warrant ZNWAG:

The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.

3.2 Duration of Warrants.

Added last paragraph for each Warrant Agent Agreement:

The Company is extending the duration of the Warrant ZNWAA by one (1) year from the expiration date of January 31, 2023 to January 31, 2024 [CUSIP number 989696-182].

The Company is extending the duration of the Warrant ZNWAG by one (1) year from the expiration date of January 8, 2023 to January 8, 2024 [CUSIP number 989696-216].

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto effective as of the day and year first above written.

ZION OIL & GAS, INC.
By:	/Martin M. van Brauman/
Name:	Martin M. van Brauman
Title:	Corporate Secretary, Treasurer, EVP, Director
Date: 12/14/2022

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/Barbara J. Robbins/
Name:	Barbara J. Robbins
Title:	Senior Vice President, Regional Manager
Date: 12/14/2022

XML

Cover	Dec. 14, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 14, 2022
Entity File Number	001-33228
Entity Registrant Name	Zion Oil & Gas, Inc.
Entity Central Index Key	0001131312
Entity Tax Identification Number	20-0065053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12655 North Central Expressway
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75243
City Area Code	214
Local Phone Number	221-4610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false