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

May 5, 2025

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)
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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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☐	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 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<br><br> <br>which registered

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Item 8.01	Other Events.

Zion Oil and Gas, Inc., a Delaware corporation, which has an active petroleum exploration operation onshore Israel on the Megiddo-Jezreel area, announces the following update on recompletion operations for the Megiddo-Jezreel #1 well (MJ-01). The corporation announces that initial flowback operations from its Megiddo-Jezreel #1 re-entry have resulted in gas reaching the surface onshore in Israel. The perforation and stimulation operations were successfully completed, with gas observed at surface during early flowback.

The well is currently in the stimulation fluid recovery and cleaning phase. Zion is sourcing additional equipment to continue flow testing and conduct volumetric analysis to evaluate reservoir characteristics. These efforts are part of Zion’s ongoing plan to optimize recovery and assess the well’s production potential.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

99.1 – Press release dated May 5, 2025

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 and Gas, Inc.
Date: May 5, 2025	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

ex_811603.htm

Exhibit 99.1

Zion Oil & Gas Announces Gas to Surface Onshore in Israel During Initial Flowback

Targeted perforation zone and stimulation operations are successful.

DALLAS, Texas, and CAESAREA, Israel, May 5, 2025 – Zion Oil & Gas, Inc. (OTC: ZNOG) announces that initial flowback operations from its Megiddo-Jezreel #1 (MJ-01) well re-entry have resulted in gas reaching the surface onshore in Israel.

Perforation and stimulation operations were successfully completed, with gas observed at surface during early flowback.

The well is currently in the stimulation fluid recovery and cleaning phase. Zion is sourcing additional equipment for that to continue flowback testing and conduct volumetric analysis to evaluate reservoir characteristics.

These efforts are part of Zion’s ongoing plan to assess the well’s production potential.

About Zion Oil & Gas, Inc.

Zion Oil & Gas, a U.S. public company traded on OTCQB: ZNOG, is dedicated to exploring for oil and gas onshore in Israel under its Megiddo Valleys License 434 which covers approximately 75,000 acres.

For more information, visit www.zionoil.com.

“But you, O LORD, sit enthroned forever,

your renown endures through all generations.

You will arise and have compassion on Zion,

for it is time to show favor to her; the appointed time has come.

For her stones are dear to your servants;

her very dust moves them to pity.

The nations will fear the name of the LORD,

all the kings of the earth will revere your glory.

For the LORD will rebuild Zion and appear in his glory.

He will respond to the prayer of the destitute;

he will not despise their plea.

Let this be written for a future generation,

that a people not yet created may praise the LORD”

Psalm 102:12-18

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Contact:

Andrew Summey

VP, Marketing and Investor Relations

Zion Oil & Gas, Inc. (OTC: 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 or any disruptions thereto and the results therefrom, including timely testing and completion; timely availability, shipment, and receipt of necessary equipment and rig crews; Zion’s ability to discover and produce oil and/or gas in commercial quantities; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts including timely resolution of supply and operational disruptions; regulatory approvals, including necessary and timely work visas for crews, needed for exploration within our license and the rig’s operation; the effect of the uncertainties and potential delays associated with wars and skirmishes between Israel, Hamas, and other organizations and/or countries, 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.