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. 5 to the Prospectus Supplement is being filed on December 7, 2018. This Amendment No. 5 to Prospectus Supplement
amends the Prospectus Supplement. This Amendment No. 5 to Prospectus Supplement should be read in conjunction with the Original
Prospectus Supplement and the base Prospectus effective March 10, 2017. This Amendment No. 5 is incorporated by reference into
the Original Prospectus Supplement. This Amendment No. 5 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. 5 - New Unit Option under the Unit Program
Under
the Plan, the Company is offering a new Unit Option Program. The Unit Program will now consist of a new combination of common
stock and warrants, a new time period and a new unit price, but otherwise the same Unit Program features, conditions and terms
in the Prospectus Supplement apply. The Company’s new Unit Option Program begins December 10, 2018 and terminates
January 23, 2019. This new Unit Option Program enables participants to purchase Units of our securities where each Unit (priced
at $250.00 each) is comprised of (i) two hundred and fifty (250) shares of Common Stock and (ii) Common Stock purchase warrants
to purchase an additional two hundred and fifty (250) shares of Common Stock. 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 $0.01. 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
fifty (50) Warrants at an exercise price of $0.01 during this Unit Option Program. The fifty (50) additional warrants are for
enrolling into the AMI program. Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase
at least one (1) Unit.
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. Under the AMI program, all optional cash payments will be invested in our Common Stock on the 20
th
day
of each calendar month and if such day falls on a holiday or a weekend, then on the next trading day.
The
warrant shall have the company notation of “ZNWAK.” The warrants will not be registered in the NASDAQ Stock Market
or any other stock market. All warrants will first become exercisable on February 25, 2019, which is the first trading day after
the 31
st
day following the Unit Option Termination Date (i.e., on January 23, 2019) and continue to be exercisable
through February 25, 2020 (1 year) at a per share exercise price of $0.01. The Unit is priced at $250.00 per Unit and no change
will be made to the warrant exercise price of $0.01 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
December 7, 2018, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent, Exhibit 4.10, below, for the warrant
notated as ZNWAK under the Unit Option Program beginning December 10, 2018 as described under Amendment No. 5.
The
Company is filing the items included in Exhibits 4.9 and 4.10 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 December 10, 2018.