false 0001131312 0001131312 2024-11-12 2024-11-12
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
 
November 12, 2024
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 November 12, 2024, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to a certain Warrant Agent Agreement (the “Agreement”) between the Company and Equiniti Trust Company, LLC, a New York limited liability trust company with offices at 55 Challenger Road, 2nd Floor, Ridgefield Park, N.J. 07660 (“Equiniti”).  The Company has implemented an Agreement with Equiniti 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].
 
The Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2025.
 
Pursuant to Section 3.2 of the Warrant Agent Agreement, the Company in its sole discretion extended the duration of the above Warrant by delaying the Expiration Date 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, 2025 to January 31, 2026.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 4.1
Exhibit 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: November 12, 2024
By:
/s/ Robert Dunn
   
Robert Dunn
   
Chief Executive Officer
     
 
2

Exhibit 4.1

 

AMENDMENT TO WARRANT AGENT AGREEMENT

 

This Amendment to a certain Warrant Agent Agreement (the “Agreement”) is made effective as of November 12, 2024, 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 Equiniti Trust Company, LLC, a New York limited liability trust company with offices at 55 Challenger Road, 2nd Floor, Ridgefield Park, N.J. 07660 (“Equiniti”). 

 

WHEREAS, the Company has implemented an Agreement with Equiniti as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA, expiring January 31, 2025;

 

WHEREAS, pursuant to Section 3.2 of the Warrant Agent Agreement, the Company in its sole discretion hereby extends the duration of the above Warrant by delaying the Expiration Date 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.

 

 

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

 

3.2 Duration of Warrant.

 

Added last paragraph for the Warrant Agent Agreement:

 

The Company is extending the duration of the Warrant ZNWAA from the expiration date of January 31, 2025 to January 31, 2026 [CUSIP number 989696-182].

 

 

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: 11/11/2024
 

EQUINITI TRUST COMPANY, LLC
 

By:

/John Lundberg/

  
 

Name: John Lundberg

Title:  Senior Relationship Manager

 

Date: 11/12/2024

 
v3.24.3
Document And Entity Information
Nov. 12, 2024
Document Information [Line Items]  
Entity, Registrant Name Zion Oil & Gas, Inc.
Document, Type 8-K
Document, Period End Date Nov. 12, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-33228
Entity, Tax Identification Number 20-0065053
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
Amendment Flag false
Entity, Central Index Key 0001131312
Zion Oil and Gas (PK) (USOTC:ZNOGW)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025 Click aqui para mais gráficos Zion Oil and Gas (PK).
Zion Oil and Gas (PK) (USOTC:ZNOGW)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025 Click aqui para mais gráficos Zion Oil and Gas (PK).