Current Report Filing (8-k)
December 01 2020 - 04:31PM
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
November 27, 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 |
(Commission File Number) |
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(IRS
Employer Identification No.) |
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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Item 8.01 Other Events
On December 1, 2020 an Amendment No. 1 to the Prospectus Supplement
dated December 11, 2019 (“Original Prospectus Supplement”) was
filed. This Amendment No. 1 to the Original Prospectus Supplement
should be read in conjunction with the Original Prospectus
Supplement and the base Prospectus effective December 11, 2019.
This Amendment No. 1 is incorporated by reference into the Original
Prospectus Supplement. This Amendment No. 1 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.
Dividend Reinvestment and Common Stock Purchase Plan (the
“Plan”)
Our Plan under the section Obtaining Certificates and
Transferring or Selling Shares on page S-8 of the Prospectus
Supplement reads as follows:
On receipt of a request to sell some of or all the Plan shares,
the Plan Agent will sell the shares on the open market no later
than three business days after receipt of the request and will send
the proceeds less a service charge of $12 and applicable brokerage
commissions of only $0.10 per share sold (e.g., if 100 shares sold,
commission is $10).
On November 27, 2020, an Amendment to the Transfer Agency and
Registrar Services Agreement was executed between Zion Oil
& Gas, Inc. and the American Stock Transfer & Trust
Company, LLC, the Plan Agent, to change the Out-of-Pocket Pricing
from the Sales of Shares at $12.00 per sale and $0.10 per share to
Sales of Shares at $5.00 per sale and $0.03 per share with an
effective date of December 1, 2020. The section Obtaining
Certificates and Transferring or Selling Shares on page S-8 of
the Prospectus Supplement shall read as follows:
On receipt of a request to sell some of or all the Plan shares,
the Plan Agent will sell the shares on the open market no later
than three business days after receipt of the request and will send
the proceeds less a service charge of $5 and applicable brokerage
commissions of only $0.03 per share sold (e.g., if 100 shares sold,
commission is $3).
Accordingly, all references in the Original Prospectus Supplement
continue, except the details under this Amendment No. 1. All other
Plan features, conditions and terms remain unchanged.
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: December 1,
2020 |
By: |
/s/ Robert Dunn |
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Robert Dunn |
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Chief Executive
Officer |
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