Current Report Filing (8-k)
March 01 2018 - 4:44PM
Edgar (US Regulatory)
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
March
1, 2018
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
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20-0065053
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(Commission File Number)
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(IRS Employer Identification No.)
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12655
North Central Expressway, Suite 1000, Dallas, TX 75243
(Address
of Principal Executive Offices)
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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
☐
On
March 10, 2017, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”)
the prospectus supplement dated as of March 10, 2017 and accompanying base prospectus dated February 23, 2017 (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. 333-216191),
as amended, which was declared effective by the SEC on March 10, 2017 (the “Registration Statement”).
An
Amendment No. 3 to the Prospectus Supplement was filed on February 1, 2018. Under Amendment No. 3, the Company’s Unit Option
Program began on February 1, 2018 and was scheduled to terminate on the earlier of February 28, 2018 or when this Unit Option
received $5 million in Unit purchases. The Unit Option Program terminated on February 28, 2018. Each warrant affords the investor
the opportunity to purchase one share of our Common Stock at a warrant exercise price of $5.00. The warrants have the symbol “ZNWAH.”
The warrants will become exercisable on the first trading day after the 31
st
day following the Unit Option Termination
Date (i.e.; February 28, 2018) and continue to be exercisable for one (1) year after the exercise date of April 2, 2018 until
April 2, 2019.
The
Company is filing the item included in Exhibit 4.5 to this Current Report on Form 8-K, which relates to the above Registration
Statement, for the purpose of incorporating such items as a replacement Exhibit 4.5 under Annex B to the Registration Statement
for the DSPP Unit Option Program that began on February 1, 2018 and was terminated on February 28, 2018.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits
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.
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Zion Oil & Gas, Inc.
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Date: March 1, 2018
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By:
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/s/ Victor
G. Carrillo
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Victor G. Carrillo
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Chief Executive Officer
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