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 14, 2023

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 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 8.01 Other Events.

Zion Oil and Gas, Inc., a Delaware corporation, which has an active petroleum exploration operation onshore Israel in the Megiddo-Jezreel area, announces the approval on September 14, 2023 of a new Megiddo Valleys License 434, allowing for ongoing oil and gas exploration on approximately 75,000 acres or 302 square kilometers. The Exploration License 434 will be valid for three years until September 13, 2026 with four 1-year extensions for a total of seven years until September 13, 2030.

Zion plans to start re-completion operations on the Megiddo-Jezreel #1 well (MJ-01) as soon as possible. Zion is deploying new technologies, focusing on new stimulation methods for MJ-01, and aiming to unlock potential hydrocarbon flows in several identified key zones. Zion has already procured service contractors and ancillary items required for efficient operations and anticipates commencing operations soon.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 – Press release dated September 14, 2023

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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.

Date: September 14, 2023
Zion Oil and Gas, Inc.
By:	/s/ Robert Dunn
	Robert Dunn
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Zion Oil & Gas, Inc. Announces Award of New Megiddo Valleys License 434 Allowing for Ongoing Oil And Gas Exploration in Israel

Re-Completion Operations in the Megiddo-Jezreel #1 Well (MJ-01) to move forward.

DALLAS and CAESAREA, Israel, September 14, 2023 /PRNewswire/ -- Zion Oil & Gas, Inc. (OTCQX: ZNOG) is excited to announce that the State of Israel has awarded Zion a new exploration license, named the Megiddo Valleys #434.

"Today marks a significant milestone for Zion Oil & Gas, and we are thankful to our persevering shareholders and supporters," said Zion Oil & Gas CEO Rob Dunn. “This license is a major endorsement from the State of Israel and affirms our longstanding commitment to unlocking Israel’s onshore energy potential.”

Approximate boundaries of Zion’s new exploration license area awarded on September 14, 2023.

This exploration license 434, similar to Zion’s previous exploration licenses, will be valid for three years until September 13, 2026, with the option of four 1-year extensions for a total of seven full years until September 13, 2030. This new license includes approximately 302 square kilometers or about 75,000 acres.

Zion plans to start re-completion operations on the Megiddo-Jezreel #1 well (MJ-01) as soon as possible. Zion is deploying new technologies, focusing on new stimulation methods for MJ-01, and aiming to potentially unlock hydrocarbon flows in several identified key zones. Zion has already procured service contractors and ancillary items required for efficient operations and anticipates commencing operations in Q4.

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Zion attributes these achievements to God’s faithful provision through the unwavering support of its shareholders and steadfast prayers for Zion Oil & Gas.

"We’ve had to wait patiently for this license, and God uses times of waiting to prepare His people for greater things,” said Zion Oil & Gas Founder John Brown. “We know that our trust in God will never be without reward according to His Plans."

About Zion Oil & Gas

Zion Oil & Gas, a US public company traded on the OTC Market, explores for oil and gas onshore in Israel.

Investments can be made directly and without brokerage fees or commissions via Zion’s website at www.zionoil.com through Zion’s Direct Stock Purchase Program.

“Blessed is the one who perseveres under trial because, having stood the test, that person will receive the crown of life that the Lord has promised to those who love him.”

James 1:12

“To every thing there is a season, and a time to every purpose under the heaven.”
Ecclesiastes 3:1

“The Lord Himself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.”

Deuteronomy 31:8

“Sing to the Lord, for He has done glorious things; let this be known to all the world. Shout aloud and sing for joy, people of Zion, for great is the Holy One of Israel among you.”

Isaiah 12:5-6

Contact:

Andrew Summey

VP, Marketing and Investor Relations

Zion Oil & Gas, Inc. (OTCQX: ZNOG)

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

Telephone: 888-891-9466

Email: info@zionoil.com

www.zionoil.com

FORWARD-LOOKING STATEMENTS: Statements in this communication that are not historical fact, including, but not limited to, statements regarding Zion’s operations and the results therefrom, including testing and completion; Zion's ability to discover and produce oil in commercial quantities; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts; regulatory approvals needed for exploration within our license and the rig’s operation; the effect, if any, of the coronavirus pandemic on the timing of the operation of the well, and liquidity for shareholders on the OTC market 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. These risks and uncertainties include, but are not limited to, those described in Item 1A in Zion’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Zion’s filings with the SEC. 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.

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Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 14, 2023
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