8-K

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of

TheSecurities Exchange Act of 1934

September 15, 2020

Dateof Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exactname of registrant as specified in its charter)

Delaware

(Stateor other jurisdiction of incorporation)

12655North Central Expressway, Suite 1000, Dallas, TX 75243

(Addressof Principal Executive Offices)

Registrant’stelephone 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:

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:

On September 15, 2020, 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 15^th^ 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], under a Warrant Agent Agreement dated February 2, 2015 for the Warrant ZNWAD, under a Warrant Agent Agreement dated November 1, 2016 for the Warrant ZNWAE, under a Warrant Agent Agreement dated May 22, 2017 for the Warrant ZNWAF, under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG, under a Warrant Agent Agreement dated February 1, 2018 for the Warrant ZNWAH, under a Warrant Agent Agreement dated April 2, 2018 for the Warrant ZNWAI, under a Warrant Agent Agreement dated August 21, 2018 for the Warrant ZNWAJ, under the Warrant Agent Agreement dated December 7, 2018 for the warrant ZNWAK and under the Warrant Agent Agreement dated April 23, 2019 for the warrant ZNWAL.

The Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2021, Warrant ZNWAD has an has an expiration date of May 2, 2021, Warrant ZNWAE has an expiration date of May 1, 2021, Warrant ZNWAF has an expiration date of August 14, 2021, Warrant ZNWAG has an expiration date of January 8, 2021, Warrant ZNWAH has an expiration date of April 2, 2021, Warrant ZNWAI has an expiration date of June 29, 2021, Warrant ZNWAJ has an expiration date of October 29, 2021, the Warrant ZNWAK has an expiration date of February 25, 2021 and the Warrant ZNWAL has an expiration date of August 26, 2021.

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 two (2) years from the expiration date of January 31, 2021 to January 31, 2023. The Company is extending the duration of the Warrant ZNWAD by two (2) years from the expiration date of May 2, 2021 to May 2, 2023. The Company is extending the duration of the Warrant ZNWAE by two (2) years from the expiration date of May 1, 2021 to May 1, 2023. The Company is extending the duration of the Warrant ZNWAF by two (2) years from the expiration date of August 14, 2021 to August 14, 2023. The Company is extending the duration of the Warrant ZNWAG by two (2) years from the expiration date of January 8, 2021 to January 8, 2023.The Company is extending the duration of the Warrant ZNWAH by two (2) years from the expiration date of April 2, 2021 to April 2, 2023. The Company is extending the duration of the Warrant ZNWAI by two (2) years from the expiration date of June 29, 2021 to June 29, 2023. The Company is extending the duration of the Warrant ZNWAJ by two (2) years from the expiration date of October 29, 2021 to October 29, 2023. The Company is extending the duration of the Warrant ZNWAK by two (2) years from the expiration date of February 25, 2021 to February 25, 2023. The Company is extending the duration of the Warrant ZNWAL by two (2) years from the expiration date of August 26, 2021 to August 26, 2023.

(d) Exhibits

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.

2

Exhibit 4.1

AMENDMENTTO WARRANT AGENT AGREEMENTS

This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of September 15, 2020, 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”).

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 [trading under the symbol ZNOGW], under a Warrant Agent Agreement dated February 2, 2015 for the Warrant ZNWAD, under a Warrant Agent Agreement dated November 1, 2016 for the Warrant ZNWAE, under a Warrant Agent Agreement dated May 22, 2017 for the Warrant ZNWAF, under a Warrant Agent Agreement dated October 12, 2017 for the Warrant ZNWAG, under a Warrant Agent Agreement dated February 1, 2018 for the Warrant ZNWAH, under a Warrant Agent Agreement dated April 2, 2018 for the Warrant ZNWAI, under a Warrant Agent Agreement dated August 21, 2018 for the Warrant ZNWAJ, under a Warrant Agent Agreement dated December 7, 2018 for the Warrant ZNWAK and under a Warrant Agent Agreement dated April 23, 2019 for the Warrant ZNWAL;

WHEREAS, the Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2021, the Warrant ZNWAD has an expiration date of May 2, 2021, the Warrant ZNWAE has an expiration date of May 1, 2021, the Warrant ZNWAF has an expiration date of August 14, 2021, the Warrant ZNWAG has an expiration date of January 8, 2021, the Warrant ZNWAH has an expiration date of April 2, 2021, the Warrant ZNWAI has an expiration date of June 29, 2021, the Warrant ZNWAJ has an expiration date of October 29, 2021, the Warrant ZNWAK has an expiration date of February 25, 2021 and the Warrant ZNWAL has an expiration date of August 26, 2021.

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.

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

3.2 Duration of Warrants.

Added last paragraph for each Warrant Agent Agreement:

The Company is extending the duration of the Warrant ZNWAA [trading under the symbol ZNOGW] by two (2) years from the expiration date of January 31, 2021 to January 31, 2023 [CUSIP number 989696-182].

The Company is extending the duration of the Warrant ZNWAD by two (2) years from the expiration date of May 2, 2021 to May 2, 2023 [CUSIP number 989696-174].

The Company is extending the duration of the Warrant ZNWAE by two (2) years from the expiration date of May 1, 2021 to May 1, 2023 [CUSIP number 989696-190].

The Company is extending the duration of the Warrant ZNWAF by two (2) years from the expiration date of August 14, 2021 to August 14, 2023 [CUSIP number 989696-198].

The Company is extending the duration of the Warrant ZNWAG by two (2) years from the expiration date of January 8, 2021 to January 8, 2023 [CUSIP number 989696-216].

The Company is extending the duration of the Warrant ZNWAH by two (2) years from the expiration date of April 2, 2021 to April 2, 2023 [CUSIP number 989696-224].

The Company is extending the duration of the Warrant ZNWAI by two (2) years from the expiration date of June 29, 2021 to June 29, 2023 [CUSIP number 989696-232].

The Company is extending the duration of the Warrant ZNWAJ by two (2) years from the expiration date of October 29, 2021 to October 29, 2023 [CUSIP number 989696-240].

The Company is extending the duration of the Warrant ZNWAK by two (2) years from the expiration date of February 25, 2021 to February 25, 2023 [CUSIP number 989696-257].

The Company is extending the duration of the Warrant ZNWAL by two (2) years from the expiration date of August 26, 2021 to August 26, 2023 [CUSIP number 989696-265].

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto effective as of the day and year first above written.

Date: September 15, 2020