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

 

June 5, 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)

 

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))

 

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
Common   ZN   Nasdaq

 

 

 

 

 

 

Item 8.01 Other Events.

 

On March 10, 2017, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the prospectus supplement dated as of March 10, 2017 and accompanying base prospectus dated February 23, 2017 (collectively, the “Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan” or “DSPP”). The Prospectus forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-216191), as amended, which was declared effective by the SEC on March 10, 2017 (the “Registration Statement”).

 

An Amendment No. 7 to the Prospectus Supplement is being filed on June 5, 2019. This Amendment No. 7 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No. 7 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement and the base Prospectus effective March 10, 2017 and Amendment No. 6. This Amendment No. 7 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 7 is not complete without, and may not be delivered or utilized except in connection with, the Original Prospectus Supplement, including any amendments or supplements thereto.

  

Amendment No. 7 – Continuation of Unit Option under the Unit Program

 

Under the Plan, the Company is extending the current Unit Option Program that was filed under Amendment No. 6, dated April 24, 2019. The Unit Program consists of a combination of common stock and warrants with an extended time period, but otherwise the same Unit Program features, conditions and terms in the Prospectus Supplement and Amendment No. 6 apply.  The Company’s Unit Option Program began on April 24, 2019 and now terminates on June 26, 2019, instead of June 6, 2019. This Unit Option Program enables participants to purchase Units of our securities where each Unit (priced at $250.00 each) is comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s publicly traded common stock as reported on the NASDAQ on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $2.00 The participant’s Plan account will be credited with the number of shares of the Company’s Common Stock and warrants that are acquired under the Units purchased. Each warrant affords the participant the opportunity to purchase one share of the Company’s Common Stock at a warrant exercise price of $2.00 for two (2) years from the warrant exercise date.

 

For Plan participants who enroll into the Unit Program with the purchase of at least one Unit and also enroll in the separate Automatic Monthly Investments (“AMI”) program at a minimum of $50.00 per month or more, will receive an additional twenty-five (25) Warrants at an exercise price of $2.00 during this Unit Option Program. The twenty-five (25) additional warrants are for enrolling into the AMI program. Existing subscribers to the AMI are entitled to the additional twenty-five (25) warrants once, if they purchase at least one (1) Unit during the Unit program.

 

The warrant shall have the company notation of “ZNWAL.” The warrants will not be registered in the NASDAQ Stock Market or any other stock market. All warrants will first become exercisable on August 26, 2019, instead of August 6, 2019, which is to extend to the first trading day after the 60 th day following the extended Unit Option Termination Date (i.e., on June 26, 2019) and continue to be exercisable through August 26, 2021 [two (2) years)] at a per share exercise price of $2.00. The Unit is priced at $250.00 per Unit, and no change will be made to the warrant exercise price of $2.00 per share.

 

1

 

 

Accordingly, all references in the Original Prospectus Supplement, concerning the Unit Option continue, except for the substitution of the new Unit Option terms above. All other Plan features, conditions and terms remain unchanged.

 

Warrant Agent Agreement

 

Effective April 23, 2019, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent for the warrant notated as ZNWAL under the Unit Option Program beginning April 24, 2019 as described under Amendment No. 6. Effective May 5, 2019, the Company amended the Warrant Agent Agreement, dated April 23, 2019.

 

The Company is filing the items included in Exhibits 4.13 and 4.14 to this Current Report on Form 8-K, each of which relates to the above Registration Statement, for the purpose of incorporating such items as exhibits to the Registration Statement for the DSPP Unit Option Program beginning April 24, 2019.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 4.13 - Revised Form of Warrant included in the Unit Option Program (new warrant ZNWAL), Annex B under the Prospectus Supplement
     
Exhibit 4.14 - Amendment to the Warrant Agent Agreement effective April 23, 2019 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

 

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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 & Gas, Inc.
     
Date: June 5, 2019 By: /s/ John M. Brown
    John M. Brown
    Executive Chairman

 

 

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Exhibit 4.13

 

Annex B

 

[Face of Certificate - ZION OIL & GAS, INC.]

 

(SEE REVERSE SIDE FOR LEGEND)

 

W

 

WARRANTS

 

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 26, 2021)

 

ZION OIL & GAS, INC.

 

CUSIP 989696 265

 

WARRANT

 

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring August 26, 2021 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on August 26, 2019, one Share of the Company at the price of $2.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

 

This Warrant may expire on the date first above written if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement.

 

Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

 

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

 

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.

 

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

 

 

 

 

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

 

COUNTERSIGNED:  
American Stock Transfer & Trust Company, LLC  
   
WARRANT AGENT  
BY:  
AUTHORIZED OFFICER  
   
DATED:  
   
(Signature)  
CHIEF EXECUTIVE OFFICER  
   
(Seal)  
   
(Signature)  
SECRETARY  

 

 

 

 

Exhibit 4.14

 

AMENDMENT TO WARRANT AGENT AGREEMENT

 

This Amendment (this “ Amendment ”) to the Warrant Agent Agreement, dated April 23, 2019, is made effective as of May 5, 2019, 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 ”)(collectively the “ Parties ”). 

 

WHEREAS, pursuant to the DSPP, the Company is offering a unit option program consisting of a Unit (each a “ Unit ” and collectively the “ Units ”) of its securities to existing stockholders and investors, with each Unit (priced at $250.00 each) is comprised of ( i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s publicly traded common stock as reported on the NASDAQ on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $2.00. The Unit Option began on April 24, 2019 and was scheduled to terminate on June 6, 2019 (unless extended at the Company’s sole discretion). The Company has decided to extend the termination date to June 26, 2019;

 

WHEREAS, the Warrants will be exercisable on August 26, 2019, instead of August 6, 2019, which is to extend to the first trading day after the 60 th day following the extended Unit Option Termination Date (i.e., on June 26, 2019) and continue to be exercisable for two (2) years after the exercise date at a per share exercise price of $2.00 for Warrant as notated by the Company as ZNWAL.

 

NOW, THEREFORE, the Parties hereto agree as to the following change in Section 3.2:

  

3.2   Duration of Warrants . A Warrant may be exercised only during the period commencing on August 26, 2019, which is the first trading day after the 60 th day following the Unit Option Termination Date (i.e., on June 26, 2019) and continue to be exercisable for two (2) year after the exercise date, terminating at 5:00 p.m., Eastern Standard Time. Notwithstanding the foregoing, no Warrant shall be exercisable unless, at the time of exercise, a registration statement relating to the Common Stock issuable upon the exercise of such Warrant is effective and current and a prospectus is available for use by the holders thereof and the Common Stock has been qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrants. The period during which a Warrant may be exercised shall be deemed the “ Exercise Period ” and the termination of such Exercise Period shall be deemed the “ Expiration Date .” Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, the Company will provide notice to registered holders of the Warrants of such extension of not less than 20 days and, further provided that any such extension shall be identical in duration among all of the Warrants.

 

 

 

 

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto effective 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: Corporate Secretary, Treasurer, SVP, Director  
     
Date: May 5, 2019  

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC  
     
By: /s/ Michael Nespoli  
Name: Michael Nespoli  
Title: Executive Director  
  Relationship Management  
     
Date: May 5, 2019  

 

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Exhibit A

 

[Face of Certificate - ZION OIL & GAS, INC.]

 

(SEE REVERSE SIDE FOR LEGEND)

 

W

 

WARRANTS

 

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN
STANDARD TIME, August 26, 2021)

 

ZION OIL & GAS, INC.

 

CUSIP 989696 265

 

WARRANT

 

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring August 26, 2021 (the “Warrant”) to purchase for each Warrant one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). Each Warrant entitles the holder thereof to purchase from the Company, commencing on August 26, 2019, one Share of the Company at the price of $2.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such surrender may be made by electronic means and such payment by check or by electronic means made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agent Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agent Agreement provides that, upon the occurrence of certain events, the Warrant Price, the Exercise Period and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.

 

This Warrant may expire on the date first above written, if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agent Agreement. The Company in its sole discretion may extend the duration of the Unit Option under the Unit Program, which would extend the Warrant Exercise Period by the same extension of days.

 

Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.

 

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent or by any electronic means to the Company by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agent Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

 

Upon due presentment by electronic means or other approved delivery for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agent Agreement, without charge except for any applicable tax or other governmental charge.

 

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

 

3

 

 

This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.

 

COUNTERSIGNED:

American Stock Transfer & Trust Company, LLC

 

WARRANT AGENT

BY:

AUTHORIZED OFFICER

 

DATED:

 

(Signature)

CHIEF EXECUTIVE OFFICER

 

(Seal)

 

(Signature)

SECRETARY

 

 

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