8-K
ZION OIL & GAS INC (ZNOG)
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
March21, 2022
Date
of Report (Date of earliest event reported)
ZionOil & 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<br> No.) |
12655North 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company 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 which registered |
|---|
Item 3.03Material Modification to Rights of Security Holders.
On March 21, 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 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 January 15, 2021 for the Warrant ZNWAM, under a Warrant Agent Agreement dated June 3, 2021 for the Warrant ZNWAP and under the Warrant Agent Agreement dated June 22, 2021 for the warrant ZNWAR.
The Warrant ZNWAM has an expiration date of July 15, 2022, Warrant ZNWAP has an expiration date of June 3, 2022 and the Warrant ZNWAR has an expiration date of June 23, 2022.
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 ZNWAM by one (1) year from the expiration date of July 15, 2022 to July 15, 2023. The Company is extending the duration of the Warrant ZNWAP by one (1) year from the expiration date of June 3, 2022 to June 3, 2023. The Company is extending the duration of the Warrant ZNWAR by one (1) year from the expiration date of June 23, 2022 to June 23, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 4.1 | - | Amendment to Warrant Agent Agreements effective March 21, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent |
|---|
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: March 22,<br> 2022 | By: | /s/<br> Robert W. A. Dunn |
| Robert W. A. 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 March 21, 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 15^th^Avenue, Brooklyn, NY 11219 (“AST”).
WHEREAS, the Company has implemented Agreements with AST as the Company’s Warrant Agent (the “WarrantAgent”), under a Warrant Agent Agreement dated January 15, 2021 for the Warrant ZNWAM, under a Warrant Agent Agreement dated June 3, 2021 for the Warrant ZNWAP, and under a Warrant Agent Agreement dated June 22, 2021 for the Warrant ZNWAR;
WHEREAS, the Warrant ZNWAM has an expiration date of July 15, 2022, the Warrant ZNWAP has an expiration date of June 3, 2022, and the Warrant ZNWAR has an expiration date of June 23, 2022.
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 ZNWAM by one (1) year from the expiration date of July 15, 2022 to July 15, 2023 [CUSIP number 989696-281].
The Company is extending the duration of the Warrant ZNWAP by one (l) year from the expiration date of June 3, 2022 to June 3, 2023 [CUSIP number 989696-323).
The Company is extending the duration of the Warrant ZNWAR by one (1) year from the expiration date of June 23, 2022 to June 23, 2023 [CUSIP number 989696-331].
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: | /s/ Martin M. van Brauman |
| Name: | Martin M. van Brauman |
| Title: | Corporate Secretary, Treasurer, EVP, Director |
Date: 3/18/22
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | |
|---|---|
| By: | /s/ Barbara J. Robbins |
| Name: | Barbara J. Robbins |
| Title: | Senior Vice President, Regional Manager |
Date: 03/21/2022