Current Report Filing (8-k)
March 18 2020 - 03:32PM
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 12, 2020
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) (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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
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ZN
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Nasdaq Capital Market
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Item 1.01 Entry
into a Material Definitive Agreement
On March 12, 2020, Zion
Oil & Gas, Inc. (the “Company” or “Buyer”) entered into a Purchase and Sale Agreement (the “Agreement”)
with Central European Drilling kft, a Hungarian corporation, (the “Seller”) to purchase an onshore oil and gas drilling
rig, drilling pipe and related equipment (collectively, the “Drilling Rig”) from the Seller for consideration
of $5.6 million in cash, subject to acceptance testing and potential downward adjustment (the “Purchase Price”). The
Company remitted to the Seller $250,000 on February 6, 2020 as earnest money (the “Earnest Money Deposit”) towards
the Purchase Price.
The Agreement contains
customary representations, warranties, covenants and indemnification provisions.
The foregoing
description of the Agreement and the escrow arrangement and related matters does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Agreement, the escrow agreement and Bill of Sale to be filed as exhibits
to the Company’s annual report on Form 10-K for the year ended December 31, 2019.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in Item
1.01 above is hereby incorporated by reference.
The Closing anticipated
by the Agreement also took place on March 12, 2020 by the Seller’s execution and delivery of a Bill of Sale to the Company.
On March 13, 2020, the Seller retained the Earnest Money Deposit, and the Company remitted $4,350,000 to the Seller towards the
Purchase Price and $1,000,000 (the “Holdback Amount”) to American Stock Transfer and Trust Company LLC, as escrow agent,
through July 10, 2020, or as extended by mutual agreement of the parties, (the “Escrow Period”) pending a determination,
if any, by the Buyer of any operating deficiency in the Drilling Rig. Should the Buyer determine in its sole opinion that the Drilling
Rig is not in satisfactory operating condition, then upon notice to the Seller, the Buyer and Seller shall jointly determine if
the operating deficiencies identified by the Buyer existed prior to the Closing of the transaction. If it is determined that these
deficiencies existed prior to the Closing, then the Seller will undertake to cure the deficiencies within a reasonable time period.
If the Seller is unable or unwilling to cure the deficiencies within the time period agrees to between the parties, the Buyer may
solicit third party bids to repair the deficiencies and the cost thereof shall be paid out of the Holdback Amount.
The Drilling Rig will be imported into Israel from Romania, where
the Drilling Rig is currently stored. The State of Israel has currently imposed travel restrictions relating to the Coronavirus
outbreak, including a requirement that any person arriving into Israel, including the operating crew for the Drilling Rig, will
need to undergo a two week quarantine. In addition, the ports of entry into Israel through which the Drilling rig will need to
enter, may be undergoing work disruptions on account of the virus outbreak. Accordingly, it is not possible at the present time
to accurately estimate the time or resources that may be necessary to import the Drilling Rig onto the well site or any delay arising
as a consequence of the outbreak.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
None
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 and Gas, Inc.
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Date: March 18, 2020
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By:
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/s/ John M. Brown
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John M. Brown
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Chief Executive Officer
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