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
April
17, 2019
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)
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001-33228
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20-0065053
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
(i)
On April 12, 2019, Zion Oil and Gas, Inc. (the “Company”) was advised by Dustin L. Guinn that he is resigning from
his position as Chief Executive officer, President and Vice Chairman of the Board of Directors (the “Board”) of the
Company, effective immediately. Mr. Guinn’s resignation is not the result of any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. Mr. Guinn intends to remain available through May 10, 2019
to assist the Company in the transition process. A copy of Mr. Guinn’s resignation letter is attached as an exhibit to this
Current Report on Form 8-K.
(ii)
In order to streamline the organizational structure of the Company with the departure of Mr. Guinn, on April 12, 2019, the Company’s
Board appointed John M. Brown, the Company Executive Chairman of the Board, as the Chief Executive Officer. John M. Brown, age
79, is the founder of Zion Oil & Gas and has been a director and Chairman of the Board of Directors of Zion since its organization
in April 2000. Mr. Brown was appointed Executive Chairman in January 2010. Mr. Brown, previously served as the Company’s
Chief Executive Officer from April 2000 to September 2004 and as President from April 2000 to October 2001. He was also appointed
as Interim Chief Executive Officer on October 18, 2012 and on January 1, 2014. Mr. Brown will continue to serve as the Executive
Chairman. Mr. Brown has extensive management, marketing and sales experience, having held senior management positions in two Fortune
100 companies - GTE Valeron, a subsidiary of GTE Corporation and a manufacturer of cutting tools, where he was employed from 1966-86
and served as the corporate director of purchasing, and Magnetek, Inc., a manufacturer of digital power supplies, systems and
controls, where he was corporate director of procurement during 1988-89. Mr. Brown holds a BBA degree from Fullerton College.
Mr. Brown will continue to serve under the terms of his existing employment agreement with the Company.
(iii)
On April 12, 2019, the Company appointed William H. Avery, currently Executive Vice-President, General Counsel and a non-employee
director on the Company’s Board, as President of the Company. William H. Avery, age 71, was appointed to the Board as a
non-employee director, effective September 1, 2013. From 2001 to 2003, Mr. Avery worked on a broad variety of administrative,
financial and legal matters for the Company. He served as Vice President of Finance and Treasurer commencing 2003 until 2007.
He worked full time as Executive Vice President and Treasurer and as a director commencing in 2007 with responsibility for administration,
finance and legal until 2010. From December 2012 to his current appointment, he has been retained as General Counsel and from
October 2018 as Executive Vice-President to his current appointment under an independent consulting contract. Mr. Avery has a
BBA in Finance and Economics from Southern Methodist University and a Juris Doctor from Duke University. Mr. Avery will continue
to serve under the terms of his existing employment agreement with the Company.
There
are no family relationships among either of Messrs Brown and Avery and any director or executive officer of the Company,
and other than as described in this Item 5.02, neither Mr. Brown nor Mr. Avery have any direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item
8.01 Other Matters
Robert
W.A. Dunn has joined the Company as Director of Operations, effective May 1, 2019. Mr. Dunn’s impressive resume includes
over 26 years of senior management and field operations focusing on technologically driven seismic acquisition across the globe.
During the past decade of working in the Eastern Hemisphere, Mr. Dunn has acquired more than 7,800 square kilometers of 3D and
10,000 kilometers of 2D seismic surveys which have helped exploration and production customers make informed decisions in their
exploration programs. Mr. Dunn will be overseeing the Company’s planned acquisition and processing of 3D seismic data, in
addition to other operational matters as they arise. A copy of Mr. Dunn’s biographical information is attached as an exhibit
to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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Zion
Oil and Gas, Inc.
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Date: April
17, 2019
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By:
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/s/ John
M. Brown
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John
M. Brown
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Executive
Chairman
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3
Exhibit 99.1
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12655 North Central Expressway
Suite 1000
Dallas, TX 75243
(214) 221-4610
(888) 891-9466
info@zionoil.com
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April 12, 2019
John Brown
Chairman of the Board of Directors
Zion Oil and Gas
12655 North Central Expressway, Ste. 1000
Dallas, TX 75243
Dear John Brown and the Board of Directors,
The last three years have been a true journey of faith for me and
one that I have absolutely loved. I felt that, as was written in Esther 4:14,“.…you have come to your royal position
for such a time as this.” I felt as though God called me to Zion to help drill and complete the MJ#1 well.
Part of being a leader, though, is the recognition that the organization
which you lead has needs that change through time, and now is such a time, a time of transition. It therefore seems prudent for
me to step down so that I can support the Company’s efforts to attract additional talent that will help accomplish the Company’s
goals for its next stage of exploration. To that end, I believe Rob Dunn meets that requirement and will be critical to the success
of this next phase.
I hereby resign my positions as CEO, President, COO and Vice Chairman
of the Board, effectively immediately. I love Israel, believe in Zion’s project and the science supporting it, and will always
be aligned with the vision of Zion and its mission.
Zion Oil & Gas was created for a purpose, and the purpose is
bigger than any one person. The continued miracles that the Lord has done are evidence of His blessing on this company (Exodus
34:10-11).
I am indebted to the family at Zion and each of its shareholders
and supporters and cannot wait to see how God will continue to use Zion to share the Gospel of Jesus Christ through its exploration
efforts.
Sincerely,
Dustin Guinn
“I will bless those who bless
you, And I will curse him who curses you; And in you all the families of the earth shall be blessed.”
Genesis 12:3
Exhibit 99.2
ROBERT W.A DUNN.
Profile
Began career in seismic acquisition 26 years ago working in
all phases of acquisition from field operations to presidential and directorship roles in onshore drilling and geophysical related
services spanning multiple continents. Mr. Dunn’s expertise has been focused on obtaining optimal results during exploration
and developmental phases in frontier regions while advising and implementing program design and execution with geology and geophysics
teams in order to obtain safe, and commercially effective results.
Experience
President Geophysical Viking Geophysical Service/Acoustic
Geophysical Services — 2012- Present
Mr. Dunn was responsible for managing all aspects of geophysical
exploration with operations in Europe, Turkey and Africa. During peak operations Mr. Dunn managed in excess of 500personnel and
6 crews. Having acquired over 7,800km2 of 3D along with 10,000km plus of 2D surveys in multiple landscapes with total contract
values excessive 230 million USD Mr. Dunn focused on operational and financial leadership. Mr. Dunn continues to apply new technology
and acquisition methodology with contractors and field management to obtain optimal exploration objectives for the E&P sector.
Managing Director Central European Drilling — 2013- Present
Responsible for the overall performance of the European drilling
division. Execution of strategy and planning from the Board of Directors. Formulating and implementing required policies to achieve
plans with an operational footprint focused in Hungary, Romania, and Bulgaria.
Managing Director Viking Oilfield Services N.Iraq
— 2015-Present
Working with operations teams in N.Iraq to achieve all strategies
and goals defined in yearly business plans focusing on growing Viking’s client base promoting increased asset utilization.
Technical Operations Manager — 2009- 2012
Viking Geophysical Services.
Introduced first autonomous wireless geophysical crew for primary
E&P customer base which helped grow the exploration base during which I managed the acquisition of over 2200km2 of 3D which
aided in the discovery of new basins thereby allowing E&P to make informed decisions on profitable exploration drilling.
Project Manager — 2000- 2006 CGG Veritas.
Responsible for the management of multiple programs in diverse
regions ranging from Arctic to Jungle operations in South America. Mr. Dunn was responsible for all field operations in remote
regions inclusive of logistics and acquisition operations. Mr. Dunn was also responsible for all activities based outside the corporate
office reporting to the operations management teams and president.
Technical and Recording Crew Manager -1993-2000
Veritas.
Mr. Dunn was integral in the identification and promotion of
new innovative processes helping Veritas achieve the vision becoming the largest most trusted name in the geophysical industry.
Was instrumental in the development of new methods of geophysical acquisition throughout the Canadian Rocky Mountains including
the utilization of helicopters to aid in the deployment and retrieval of seismic acquisition equipment
Other:
Member of the Society of Exploration Geophysicists. European
Association of Geophysical Exploration.