8-K - ZNOG - Equibles

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

August 31, 2020

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))

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 Capital Market

Item 3.01 Noticeof Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

By letter dated March 13, 2020, the Nasdaq Hearing Panel (the “Panel”) granted the request of Zion Oil & Gas, Inc. (the “Company”) for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the Company demonstrating compliance with the minimum $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), on or before June 26, 2020. On April 16, 2020, the minimum bid price requirement was suspended by Nasdaq for all listed companies and the Panel has extended for the Company the continued listing on Nasdaq, subject to the Company demonstrating compliance with the minimum $1.00 bid price requirement, as set forth in the Rule, on or before September 8, 2020. In order to evidence compliance with the Rule, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10, through generally not more than 20, consecutive business days.

With the shutdowns by the Covid-19 virus in the United States, Europe and Israel, many operations for the Company have been delayed beyond our control by the respective governments resulting in difficulties in satisfying Nasdaq’s closing bid price listing requirement until the Company resumes operations in Israel. During this uncertain Covid-19 time, the officers and directors believe that it is in the best interest of the Company and its shareholders to change the listing exchange of its stock to the OTCQX, the top tier of the OTC Markets.

The Company also issued a press release on August 31, 2020 titled “Zion Oil & Gas, Inc. to Transition Trading of Shares to the OTCQX - an SEC Recognized Established Public Market” describing the transition from Nasdaq to OTC Markets. The press release is being filed as Exhibit 99.01 and incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 3.01 is filed with this Current Report on Form 8-K:

Exhibit	Description
99.01	Press Release dated August 31, 2020 titled “Zion Oil & Gas, Inc. Transition Trading of Shares to the OTCQX - an SEC Recognized Established Public Market”

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: August 31, 2020	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

Exhibit 99.01

Zion Oil & Gas to TransitionTrading of Shares to the OTCQX – an SEC Recognized Established Public Market

Move toOTCQX should continue to provide adequate liquidity for the trading of Zion shares at less cost

DALLAS, Texas, and CAESAREA, Israel, August 31, 2020 /PRNewswire/ Zion Oil & Gas notified the Nasdaq Stock Market LLC that Zion is de-listing its shares from the Nasdaq Stock Market LLC’s Capital Market and will have its shares quoted for trading on OTC Markets Group Inc.’s OTCQX Best Market, the top tier of the OTC markets.

“With the transition to OTCQX, we are migrating to a more business-friendly market during these turbulent times,” stated Zion CEO, Robert Dunn. “Zion will continue to provide all required disclosures to provide transparency regarding Zion and its business, and we believe that trading on OTCQX should continue to provide adequate liquidity for the trading of Zion shares at less cost to Zion.”

As previously disclosed by Zion, Nasdaq has advised Zion it will have through September 8, 2020, to regain compliance with the minimum closing bid price of $1.00. As the management of Zion has determined that it is not in the best interest of Zion and its shareholders to implement a reverse stock split to satisfy the minimum bid price, Zion applied for and meets the current standards for trading on the OTCQX.

With the shutdowns by the Covid-19 virus in the United States, Europe, and Israel, all ground operations for Zion, including drilling plans, have been delayed beyond Zion’s control by the respective governments. Zion management believes that the extended shutdown adds an additional layer of difficulty. Management also has determined that the transition to the OTCQX Market better serves the interests of Zion and its shareholders at this stage in Zion’s corporate development. With the transition to the OTCQX, the OTC’s top tier, Zion will continue to comply with its SEC reporting obligations as always.

Zion is moving to a broker-dealer market from the matching engine technology used by the Nasdaq exchange. OTC Link ATS and OTC Link ECN are SEC-regulated ATS’s operated by OTC Link LLC, a FINRA/SIPC member. OTCQX is the premium tier of OTC Markets Group and enables investors to trade through the broker of their choice easily. Investors will have access to real-time bid-ask information and other information through the OTC Disclosure & News Service, which publishes and distributes data, news, and financials to a broad audience of investors.

The OTCQX Rules for U.S. companies are designed to create the most informed, efficient, and cost-effective market for securities. The OTCQX rules require companies to meet high standards, make adequate, current information publicly available, provide timely public disclosure of any news or information which might reasonably be expected to affect the market for its securities materially, and demonstrate compliance with securities laws and regulations.

Zion Oil & Gas, a public company traded on NASDAQ (ZN), explores for oil and gas onshore in Israel on their 99,000-acre Megiddo-Jezreel license area.

“The LordHimself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.”

Deuteronomy 31:8

“Sing tothe Lord, for he has done glorious things; let this be known to all the world. Shout aloud and sing for joy, people of Zion, forgreat is the Holy One of Israel among you.”

Isaiah 12:5-6

FORWARD-LOOKING STATEMENTS: Statements in this communication that are not historical fact, including statements regarding Zion’s operations; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts; and liquidity for shareholders on the OTCQX 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.

Contact Info:

Andrew Summey

VP, Marketing and Investor Relations

Zion Oil & Gas, Inc. (NASDAQ: ZN)

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

Telephone: 888-891-9466

Email: info@zionoil.com