Zion Oil & Gas Inc 8-K, filed Dec 14, 2022
Zion Oil & Gas Inc (ZNOG)
About this 8-K
Zion Oil & Gas Inc filed this 8-K on December 14, 2022.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
On December 14, 2022, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to certain Warrant Agent Agreements (the “Agreements”) between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“AST”). The Company has implemented Agreements with AST 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] and under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG.
The Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2023 and Warrant ZNWAG has an expiration date of January 8, 2023.
Pursuant to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion extended the duration of the above Warrants by delaying the Expiration Dates 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, 2023 to January 31, 2024. The Company is extending the duration of the Warrant ZNWAG by one (1) year from the expiration date of January 8, 2023 to January 8, 2024.
Pursuant to Section 3.1, the Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date, provided that any such reduction shall be identical among all of the Warrants. The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 4.1 | Amendment to Warrant Agent Agreements effective December 14, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent | |
| 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: December 14, 2022 | By: | /s/ Robert Dunn |
| Robert Dunn | ||
| Chief Executive Officer | ||
2
Exhibit 4.1
AMENDMENT TO WARRANT AGENT AGREEMENTS
This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of December 14, 2022, 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 15th Avenue, Brooklyn, NY 11219 (“AST”).
WHEREAS, the Company has implemented Agreements with AST as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA and under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG;
WHEREAS, the Warrant ZNWAA has an expiration date of January 31, 2023 and the Warrant ZNWAG has an expiration date of January 8, 2023.
WHEREAS, pursuant to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion hereby extends the duration of the above Warrants by delaying the Expiration Dates 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.
WHEREAS. pursuant to Section 3.1, the Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date, provided that any such reduction shall be identical among all of the Warrants. The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
3.1 Warrant Price
Added last paragraph for the Warrant Agent Agreement of the Warrant ZNWAG:
The Company in its sole discretion hereby reduces the exercise price from $1.00 to $0.25 of the Warrant ZNWAG.
3.2 Duration of Warrants.
Added last paragraph for each Warrant Agent Agreement:
The Company is extending the duration of the Warrant ZNWAA by one (1) year from the expiration date of January 31, 2023 to January 31, 2024 [CUSIP number 989696-182].
The Company is extending the duration of the Warrant ZNWAG by one (1) year from the expiration date of January 8, 2023 to January 8, 2024 [CUSIP number 989696-216].
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: 12/14/2022 | ||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | ||
| By: | /Barbara J. Robbins/ | |
| Name: | Barbara J. Robbins | |
| Title: | Senior Vice President, Regional Manager | |
| Date: 12/14/2022 | ||