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. 7 to the Prospectus Supplement is being filed on June 5, 2019. This Amendment No. 7 to Prospectus Supplement amends
the Prospectus Supplement. This Amendment No. 7 to Prospectus Supplement should be read in conjunction with the Original Prospectus
Supplement and the base Prospectus effective March 10, 2017 and Amendment No. 6. This Amendment No. 7 is incorporated by reference
into the Original Prospectus Supplement. This Amendment No. 7 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. 7 – Continuation of Unit Option under the Unit Program
Under
the Plan, the Company is extending the current Unit Option Program that was filed under Amendment No. 6, dated April 24, 2019.
The Unit Program consists of a combination of common stock and warrants with an extended time period, but otherwise the same Unit
Program features, conditions and terms in the Prospectus Supplement and Amendment No. 6 apply. The Company’s Unit
Option Program began on April 24, 2019 and now terminates on June 26, 2019, instead of June 6, 2019. This Unit Option Program
enables participants to purchase 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 fifty (50) shares of Common Stock at a per share exercise price of $2.00 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 the Company’s
Common Stock at a warrant exercise price of $2.00 for two (2) years from the warrant exercise date.
For
Plan participants who enroll into the Unit Program with the purchase of at least one Unit and also enroll in the separate Automatic
Monthly Investments (“AMI”) program at a minimum of $50.00 per month or more, will receive an additional twenty-five
(25) Warrants at an exercise price of $2.00 during this Unit Option Program. The twenty-five (25) additional warrants are for
enrolling into the AMI program. Existing subscribers to the AMI are entitled to the additional twenty-five (25) warrants once,
if they purchase at least one (1) Unit during the Unit program.
The
warrant shall have the company notation of “ZNWAL.” The warrants will not be registered in the NASDAQ Stock Market
or any other stock market. All warrants will first become exercisable on August 26, 2019, instead of August 6, 2019, which is
to extend to the first trading day after the 60
th
day following the extended Unit Option Termination Date (i.e., on
June 26, 2019) and continue to be exercisable through August 26, 2021 [two (2) years)] at a per share exercise price of $2.00.
The Unit is priced at $250.00 per Unit, and no change will be made to the warrant exercise price of $2.00 per share.
Accordingly,
all references in the Original Prospectus Supplement, concerning the Unit Option continue, except for the substitution of the
new Unit Option terms above. All other Plan features, conditions and terms remain unchanged.
Warrant
Agent Agreement
Effective
April 23, 2019, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent for the warrant notated as ZNWAL
under the Unit Option Program beginning April 24, 2019 as described under Amendment No. 6. Effective May 5, 2019, the Company
amended the Warrant Agent Agreement, dated April 23, 2019.
The
Company is filing the items included in Exhibits 4.13 and 4.14 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 April 24, 2019.