Securities Registration Statement (s-1/a)
December 09 2019 - 4:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 9, 2019
Registration No. 333-235299
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment
No. 1
FORM
S-3 To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
ZION OIL & GAS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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20-0065053
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
(214) 221-4610
(Address, including zip code, and telephone
number, including area code
of registrant’s principal executive offices)
John M. Brown
Chief Executive Officer
12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
(214) 221-4610
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
David Aboudi
Aboudi Legal Group PLLC
745 Fifth Avenue, Suite 500
New York, New York 10151
(646) 768-4285
Approximate date of commencement of proposed
sale to the public: From time to time after the Registration Statement becomes effective.
If the only securities being registered on
this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on
this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant
to General Instruction 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment
to a Registration Statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
Title of Class of Securities to be Registered (1)(2)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee(3)
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Common Stock, par value $.01 per share
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$
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100,000,000.00
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$
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12,980.00
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Debt Securities
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-
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-
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Warrants
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-
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-
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Units
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-
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-
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Total
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$
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100,000,000.00
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$
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12,980.00
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(1)
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Pursuant to Rule 415(a)(6), the issuer is filing this replacement registration statement covering approximately $54,000,000 in unsold securities under the earlier registration statement effective March 10, 2017. Under the earlier registration statement, there were registered thereunder such indeterminate number of shares of common stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock or debt securities, and such indeterminate number of units as shall have an aggregate initial offering price not to exceed $54,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $54,000,000, less the aggregate dollar amount of all securities previously issued under the prior registration statement and hereunder. Any unsold securities continuing to be registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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There are being newly-registered hereunder such indeterminate number of shares of common stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock or debt securities, rights to purchase an indeterminate number of securities of Zion Oil & Gas, Inc. and such indeterminate number of units as shall have an aggregate offering price not to exceed $100,000,000.00. If any debt securities are issued at an original issued discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000.00, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Zion Oil & Gas, Inc. has prepared this Amendment No. 1 to the
Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-235299) solely for the purpose of re-filing
revised Exhibit 5.1 to the Registration Statement. This Amendment No. 1 does not modify any provision of the prospectus that forms
a part of the Registration Statement and accordingly such prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table sets forth the costs and
expenses to be paid by us in connection with the offerings described in this Registration Statement. All amounts are estimates,
except for the SEC registration fee.
SEC registration fee
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$
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12,980.00
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Transfer agent’s and trustee’s fees and expenses
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*
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Printing and engraving expenses
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*
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Accounting fees and expenses
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*
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Legal fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$
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12,980.00
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*
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*
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These fees and expenses will be determined based on the amount and type of securities that may be issued from time to time under this Registration Statement.
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Item 15. Indemnification of Directors and
Officers
Section 145 of the Delaware General Corporation
Law and our certificate of incorporation and bylaws contain provisions for indemnification of our officers and directors, and under
certain circumstances, our employees and other persons. Our bylaws require us to indemnify such persons to the fullest extent permitted
by Delaware law. Each such person will be indemnified in any proceeding if such person acted in good faith and in a manner that
such person reasonably believed to be in, or not opposed to, our best interests. The indemnification would cover expenses, including
attorney’s fees, judgments, fines and amounts paid in settlement. Our bylaws also provide that we may purchase and maintain
insurance on behalf of any of our present or past directors or officers insuring against any liability asserted against such person
incurred in their capacity as a director or officer or arising out of such status, whether or not we would have the power to indemnify
such person.
We have no other indemnification provisions
in our certificate of incorporation, bylaws or otherwise specifically providing for indemnification of directors, officers and
controlling persons against liability under the Securities Act.
Item 16. Exhibits.
See the Exhibit Index on page II-4, which is
incorporated into this registration statement by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that the undertakings
set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3
or a Form S-1 for a Smaller Reporting Company and the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about
the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That: (i) for purposes
of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part
of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the
time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Dallas, State of Texas, on December 9, 2019.
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ZION OIL & GAS, INC.
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By:
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/s/ John M. Brown
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Name: John M. Brown
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Title: Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated:
Signature
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Title
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Date
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/s/ John M. Brown
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Executive Chairman of the Board of Directors,
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December 9, 2019
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John M. Brown
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Chief Executive Officer
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/s/ William H. Avery
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President, General Counsel, Director
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December 9, 2019
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William H. Avery
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/s/ Robert Dunn
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Chief Operating Officer
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December 9, 2019
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Robert Dunn
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/s/ Michael B. Croswell
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Chief Financial Officer, Director
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December 9, 2019
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Michael B. Croswell
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Paul Oroian
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Director
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December 9, 2019
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Paul Oroian
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/s/ Jeffery Moskowitz
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Director
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December 9, 2019
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Jeffery Moskowitz
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/s/ Forrest A. Garb
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Director
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December 9, 2019
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Forrest A. Garb
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/s/ Kent Siegel
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Director
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December 9, 2019
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Kent Siegel
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/s/ Gene Scammahorn
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Director
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December 9, 2019
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Gene Scammahorn
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/s/ John Seery
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Director
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December 9, 2019
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John Seery
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/s/ Virginia Prodan
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Director
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December 9, 2019
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Virginia Prodan
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/s/ Martin M. van Brauman
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Director
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December 9, 2019
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Martin M. van Brauman
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/s/ Lee Russell
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Director
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December 9, 2019
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Lee Russell
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/s/ Amotz Agnon
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Director
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December 9, 2019
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Amotz Agnon
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/s/ Brad Dacus
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Director
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December
9, 2019
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Brad Dacus
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EXHIBIT INDEX
Exhibit
Number
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Description
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1.1
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Form of Underwriting Agreement (1)
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3.1-I
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Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011, Exhibit 3.1 and to the Company’s Form 8-K, filed with the SEC on June 11, 2015, Exhibit 3(i).1.)
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3.2
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Amended and Restated Bylaws of Zion Oil & Gas, Inc. (incorporated herein by reference to Exhibit 3(i).1 to the Company’s Form 8-K filed with the SEC on December 21, 2017)
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4.1
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Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 as filed with the SEC on January 25, 2006)
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4.2
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Form of Indenture for Debt Securities
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4.3
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Form of Notes (1)
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4.4
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Form of Warrant (1)
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4.5
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Form of Unit Agreement (1)
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5.1
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Opinion of Aboudi Legal Group PLLC *
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23.1
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Consent of Aboudi Legal Group PLLC (included in Exhibit 5.1).
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23.2
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Consent of RBSM, LLP
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23.3
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Consent of Malone Bailey LLP
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25.1
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Form T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939 (1)
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(1)
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To the extent applicable, to be filed by an
amendment to this registration statement or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange
Act.
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*
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Filed herewith.
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II-4
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