Zion Oil & Gas Inc 8-K, filed Oct 9, 2024
Zion Oil & Gas Inc (ZNOG)
About this 8-K
Zion Oil & Gas Inc filed this 8-K on October 9, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 8.01 Other Events.
On October 9, 2024, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an Amendment No. 12 to the Prospectus Supplement dated as of December 15, 2021 (“Original Prospectus Supplement”) and accompanying base prospectus dated December 1, 2021 (collectively, the “Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan” or “DSPP”). The Prospectus forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-261452), as amended, which was declared effective by the SEC on December 15, 2021 (the “Registration Statement”).
An Amendment No. 12 to the Prospectus Supplement is being filed on October 9, 2024. This Amendment No. 12 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No. 12 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement, the base Prospectus and Amendment No. 1 and Amendment No. 4. This Amendment No.12 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 12 is not complete without, and may not be delivered or utilized except in connection with, the Original Prospectus Supplement, including any amendments or supplements thereto.
Amendment No. 12 – Continuation of Unit Option under the Unit Program
Under our Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”), we are extending the current Unit Option under our Unit Program with this Amendment No. 12, dated October 9, 2024. This Unit Option period began on November 6, 2023 and now terminates on December 31, 2024, instead of October 15, 2024.
Our Unit Program consists of the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined in the Original Prospectus Supplement and Amendment No. 1 and Amendment No. 4. Amendment No. 4 provides the unit price and the determination of the number of shares of Common Stock and warrants per unit. The Unit Option consists of Units of our securities where each Unit (priced at $250.00 each) is comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s publicly traded common stock as reported on the OTC Markets on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $0.25. The participant’s Plan account will be credited with the number of shares of the Company’s Common Stock and Warrants that are acquired under the Units purchased. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $0.25. The warrant shall have the Company notation of “ZNWBA” and will not be registered for trading on the OTC Markets or any other stock market or trading market.
Plan participants, who enroll into the Unit Program with the purchase of at least one Unit and enroll in the separate Automatic Monthly Investments (“AMI”) program at a minimum of $50.00 per month, will receive an additional fifty (50) warrants at an exercise price of $0.25 during this Unit Option Program. The fifty (50) additional warrants are for enrolling into the AMI program and shall receive the above warrant with the Company notation of “ZNWBA.” Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase at least one (1) Unit during the Unit program.
The ZNWBA warrants will become exercisable on January 31, 2025 and continue to be exercisable through January 31, 2026, unless extended, at a per share exercise price of $0.25.
Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of the Company, before 4 p.m. (EST) on a business day generally will be recorded as purchased on the same business day (the “Purchase Date”). Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of Company, after 4 p.m. (EST) on a business day generally will be recorded as purchased on the next business day for the Purchase Date. Electronic bank payments are treated as received and recorded on the date of receipt of the funds into the Plan Agent’s or the Company’s bank account. Under the AMI program, all optional cash payments will be invested in our Common Stock on the 20th day of each calendar month and if such day falls on a holiday or a weekend, then on the next trading day.
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Accordingly, all references in the Original Prospectus Supplement concerning the Unit Option Program continue, except for the substitution of the Unit Option Program details under Amendment No. 12 and the prior Amendment No. 1 and Amendment No. 4. All other Plan features, conditions and terms remain unchanged.
Warrant Agent Agreement
Effective November 6, 2023, the Company executed a Warrant Agent Agreement with Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) as the Warrant Agent (Exhibit 4.11) below, for the warrant notated as ZNWBA under the Unit Option Program beginning November 6, 2023 as described under Amendment No. 4. Effective December 20, 2023, January 29, 2024, February 26, 2024, March 25, 2024, April 24, 2024, May 29, 2024, August 22, 2024 and then on October 9, 2024, the Company amended the Warrant Agent Agreement, dated November 6, 2023.
The Company is filing the revised items included in Exhibits 4.10 and 4.11 to this Current Report on Form 8-K, each of which relates to the above Registration Statement, for the purpose of incorporating such items as exhibits to the Registration Statement for the DSPP Unit Option Program beginning November 6, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: October 9, 2024 | By: | /s/ Robert Dunn |
| Robert Dunn | ||
| Chief Executive Officer | ||
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Exhibit 4.10
Annex B
[Face of Certificate - ZION OIL & GAS, INC.]
(SEE REVERSE SIDE FOR LEGEND)
W
WARRANTS
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, January 31, 2026)
ZION OIL & GAS, INC.
CUSIP 989696 ___
WARRANT
THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring January 31, 2026 (the "Warrant") to purchase for each Warrant one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). Each Warrant entitles the holder thereof to purchase from the Company, commencing on January 31, 2025, one Share of the Company at the price of $0.25 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such surrender may be made by electronic means and such payment by check or by electronic means made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agent Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agent Agreement provides that, upon the occurrence of certain events, the Warrant Price, the Exercise Period and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
This Warrant may expire on the date first above written, if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agent Agreement. The Company in its sole discretion may extend the duration of the Unit Option under the Unit Program, which would extend the Warrant Exercise Period by the same extension of days.
Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent or by any electronic means to the Company by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agent Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment by electronic means or other approved delivery for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agent Agreement, without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.
COUNTERSIGNED:
Equiniti Trust Company, LLC
WARRANT AGENT
BY:
AUTHORIZED OFFICER
DATED:
(Signature)
CHIEF EXECUTIVE OFFICER
(Seal)
(Signature)
SECRETARY
Exhibit 4.11
AMENDMENT TO WARRANT AGENT AGREEMENT
This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated October 7, 2024, is made effective as of October 9, 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, NJ 07660 (“ETC”)(collectively the “Parties”).
WHEREAS, pursuant to the DSPP, the Company is offering a unit option program consisting of a Unit (each a “Unit” and collectively the “Units”) of its securities to existing stockholders and investors, with each Unit (priced at $250.00 each) is comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s publicly traded common stock as reported on the OTC Markets on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $0.25. The Unit Option began on November 6, 2023 and was scheduled to terminate on October 15, 2024 (unless extended at the Company’s sole discretion). The Company has decided to extend the termination date to December 31, 2024;
WHEREAS, the Warrants will be exercisable on January 31, 2025, instead of November 15, 2024 and continue to be exercisable through January 31, 2026, instead of November 14, 2025, at an exercise price of $0.25 for the Warrant as notated by the Company as ZNWBA.
NOW, THEREFORE, the Parties hereto agree as to the following change in Section 3.2:
3.2 Duration of Warrants. The ZNWBA Warrant will become exercised on January 31, 2025, instead of November 15, 2024 and continue to be exercisable until 5:00 p.m., Eastern Standard Time on January 31, 2026, instead of November 14, 2025.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto effective as of the day and year first above written.
| ZION OIL & GAS, INC. | ||
| By: | /s/ Martin M. Van Brauman | |
| Name: | Martin M. van Brauman | |
| Title: | Corporate Secretary, Treasurer, EVP, Director | |
| Date: 10/7/2024 | ||
| Equiniti Trust Company, LLC | ||
| By: | /s/ John Lundberg | |
| Name: | John Lundberg | |
| Title: | Senior Relationship Manager | |
Date: 10/7/2024
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Exhibit A
[Face of Certificate - ZION OIL & GAS, INC.]
(SEE REVERSE SIDE FOR LEGEND)
W
WARRANTS
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, January 31, 2026)
ZION OIL & GAS, INC.
CUSIP 989696 ___
WARRANT
THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring January 31, 2026 (the “Warrant”) to purchase for each Warrant one fully paid and non-assessable share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”). Each Warrant entitles the holder thereof to purchase from the Company, commencing on January 31, 2025, one Share of the Company at the price of $0.25 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such surrender may be made by electronic means and such payment by check or by electronic means made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agent Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agent Agreement provides that, upon the occurrence of certain events, the Warrant Price, the Exercise Period and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
This Warrant may expire on the date first above written, if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agent Agreement. The Company in its sole discretion may extend the duration of the Unit Option under the Unit Program, which would extend the Warrant Exercise Period by the same extension of days.
Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent or by any electronic means to the Company by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agent Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment by electronic means or other approved delivery for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agent Agreement, without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
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This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.
COUNTERSIGNED:
Equiniti Trust Company, LLC
WARRANT AGENT
BY:
AUTHORIZED OFFICER
DATED:
(Signature)
CHIEF EXECUTIVE OFFICER
(Seal)
(Signature)
SECRETARY
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