Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
August 22 2018 - 6:02AM
Edgar (US Regulatory)
Amendment No. 4 to Prospectus
Supplement dated March 10, 2017
(to Prospectus dated February 23, 2017)
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Filed pursuant to Rule 424(b)(5)
File No. 333-216191
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ZION OIL & GAS, INC.
This Amendment No.
4 to the Prospectus Supplement amends the Prospectus Supplement dated March 10, 2017 (“Original Prospectus Supplement”).
This Amendment No. 4 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement and the base
Prospectus effective March 10, 2017. This Amendment No. 4 is incorporated by reference into the Original Prospectus Supplement.
This Amendment No. 4 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.
Investing in our
common stock is risky. See “Risk Factors” commencing at page 22 of the Prospectus Supplement to read about the risks
that you should consider before buying shares of our stock. Neither the U.S. Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if the prospectus or any prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
Unit Option under the Unit Program
Under our Dividend Reinvestment and Common
Stock Purchase Plan (the “Plan”), we are providing a Unit Option under Amendment No. 4. Our Unit Program consists of
the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined in the Prospectus
Supplement. Amendment No. 4 provides the option time period, unit price and the number of shares of Common Stock and warrants per
unit. The Unit Option begins on August 21, 2018 and is scheduled to terminate on September 26, 2018. 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 NASDAQ on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an
additional twenty-five (25) shares of Common Stock. The investor’s Plan account will be credited with the number of shares
(including fractional shares, computed to three decimals) of the Company’s Common Stock that is acquired under the Units
purchased. Each warrant affords the investor the opportunity to purchase one share of our Common Stock at a warrant exercise price
of $1.00. The warrant shall have the company notation of “ZNWAJ,” but no assurance can be provided that the warrants
will be approved for listing on the NASDAQ Global Market.
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.
The warrants will become exercisable on
October 29, 2018, which is the first trading day after the 31
st
day following the Unit Option Termination Date (i.e.,
on September 26, 2018) and continue to be exercisable through October 29, 2019 (1 year) at a per share exercise price of $1.00.
If the Common Stock of the Company trades above $5.00 per share as the closing price for fifteen (15) consecutive trading days
at any time prior to the expiration date of the warrant, the Company has the sole discretion to provide a Notice to warrant holders
of an early termination of the warrant within sixty (60) days of the Notice. The Unit is priced at $250.00 per Unit.
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. 4. All other Plan features, conditions and terms remain unchanged.
The date of this Amendment
No. 4 to the Prospectus Supplement is August 21, 2018.
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