Current Report Filing (8-k)
December 04 2018 - 4:50PM
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
December 4, 2018
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)
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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of 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.
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Item 3.03
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Material Modification to Rights of Security Holders.
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On December 4, 2018, Zion Oil & Gas,
Inc. (the “Company”) executed an Amendment to certain Warrant Agent Agreements (the "Agreements") between
the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201
15
th
Avenue, Brooklyn, NY 11219 (”AST"). The Company has implemented Agreements with AST as the Company’s
Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated February 2, 2015 for the Warrant ZNWAD,
under a Warrant Agent Agreement dated February 1, 2018 for the Warrant ZNWAH, under a Warrant Agent Agreement dated April 2, 2018
for the Warrant ZNWAI and under a Warrant Agent Agreement dated August 21, 2018 for the Warrant ZNWAJ.
The Warrant ZNWAD has an expiration date of May
2, 2019, the Warrant ZNWAH has an expiration date of April 19, 2019, the Warrant ZNWAI has an expiration date of June 29, 2019
and the Warrant ZNWAJ has an expiration date of October 29, 2019.
Pursuant to Section 3.2 of the Warrant Agent
Agreements, the Company in its sole discretion extended the duration of the above Warrants by delaying the Expiration Dates and
such extension shall be identical in duration among all of the Warrants. The Company is extending the duration of the Warrant ZNWAD
by one (1) year from the expiration date of May 2, 2019 to May 2, 2020. The Company is extending the duration of the Warrant ZNWAH
by one (1) year from the expiration date of April 19, 2019 to April 19, 2020. The Company is extending the duration of the Warrant
ZNWAI by one (1) year from the expiration date of June 29, 2019 to June 29, 2020. The Company is extending the duration of the
Warrant ZNWAJ by one (1) year from the expiration date of October 29, 2019 to October 29, 2020.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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 & Gas, Inc.
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Date: December 4, 2018
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By:
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/s/ Dustin L. Guinn
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Dustin L. Guinn
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Executive Vice-Chairman/President/Chief Operating Officer
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