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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 6, 2023
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)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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. ☐
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 November 6, 2023, Zion Oil & Gas, Inc. (the
“Company”) filed with the Securities and Exchange Commission (the “SEC”) an Amendment No. 4 to the Prospectus
Supplement dated as of December 15, 2021 (“Original Prospectus Supplement”) and accompanying base prospectus dated December
1, 2021 (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. 333-261452), as amended, which was declared effective by the SEC on December 15, 2021 (the “Registration Statement”).
An Amendment No. 4 to the Prospectus Supplement
is being filed on November 6, 2023. This Amendment No. 4 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No.
4 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement, the base Prospectus and Amendment No.
1. This Amendment No. 4 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 4 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. 4 - New Unit Option under the
Unit Program
Under our Dividend Reinvestment
and Common Stock Purchase Plan (the “Plan”), we are providing a Unit Option under our Unit Program with this Amendment No.
4. This Unit Option period begins on November 6, 2023 and terminates on December 31, 2023.
Our Unit Program consists
of the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined in the Original Prospectus
Supplement and Amendment No. 1. Amendment No. 4 provides the option period, unit price and the determination of the number of shares of
Common Stock and warrants per unit. This Unit Option begins on November 6, 2023 and is scheduled to terminate on December 31, 2023, unless
extended at the sole discretion of Zion Oil & Gas, Inc. The Unit Option consists of Units of our securities where each Unit (priced
at $250.00 each) is comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit)
by the average of the high and low sale prices of the Company’s publicly traded common stock as reported on the OTCQX on the Unit
Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise
price of $0.25. 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 our
Common Stock at a warrant exercise price of $0.25. The warrant shall have the Company notation of “ZNWBA” and will not be
registered for trading on the OTCQX or any other stock market or trading market.
Plan participants, who enroll
into the Unit Program with the purchase of at least one Unit and enroll in the separate Automatic Monthly Investments (“AMI”)
program at a minimum of $50.00 per month, will receive an additional fifty (50) warrants at an exercise price of $0.25 during this Unit
Option Program. The fifty (50) additional warrants are for enrolling into the AMI program and shall receive the above warrant with the
Company notation of “ZNWBA.” Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase
at least one (1) Unit during the Unit program.
The ZNWBA warrants will become
exercisable on January 15, 2024, unless extended, and continue to be exercisable through January 14, 2025, unless extended, at a per share
exercise price of $0.25.
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 20th day of each calendar month and if such day falls
on a holiday or a weekend, then on the next trading day.
Accordingly, all references in the Original Prospectus
Supplement concerning the Unit Option Program continue, except for the substitution of the Unit Option Program details under Amendment
No. 4 and the prior Amendment No. 1. All other Plan features, conditions and terms remain unchanged.
Warrant Agent Agreement
Effective November 6, 2023, the Company executed
a Warrant Agent Agreement with Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) as the Warrant
Agent (Exhibit 4.11) below, for the warrant notated as ZNWBA under the Unit Option Program beginning November 6, 2023 as described under
Amendment No. 4.
The Company is filing the items included in Exhibits
4.10 and 4.11 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 November 6, 2023.
Item 9.01 Financial Statements and Exhibits.
(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 and Gas, Inc. |
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| Date: November 6, 2023 |
By: |
/s/ Robert Dunn |
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Robert Dunn |
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Chief Executive Officer |
3
Exhibit 4.10
Annex B
[Face of Certificate - ZION OIL & GAS, INC.]
(SEE REVERSE SIDE FOR LEGEND)
WARRANTS
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO 5:00 P.M., EASTERN STANDARD TIME, January 14, 2025)
ZION OIL & GAS, INC.
CUSIP 989696 ___
WARRANT
THIS CERTIFIES THAT, for value received _____________ is the registered
holder of a Warrant or Warrants expiring January 14, 2025 (the "Warrant") to purchase for each Warrant one fully paid and non-assessable
share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company").
Each Warrant entitles the holder thereof to purchase from the Company, commencing on January 15, 2024, one Share of the Company at the
price of $0.25 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant
Agent, American Stock Transfer & Trust Company, LLC (such surrender may be made by electronic means and such payment by check or by
electronic means made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agent
Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a
net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agent Agreement provides
that, upon the occurrence of certain events, the Warrant Price, the Exercise Period and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate
refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
This Warrant may expire on the date first above written, if it is not
exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agent Agreement. The Company in its sole discretion
may extend the duration of the Unit Option under the Unit Program, which would extend the Warrant Exercise Period by the same extension
of days.
Upon any exercise of the Warrant for less than
the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new
Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent or by any electronic means to the Company by the registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agent Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment by electronic means or other
approved delivery for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agent Agreement, without charge except for
any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and
treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights
of a stockholder of the Company.
| COUNTERSIGNED: |
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| American Stock Transfer & Trust Company, LLC |
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| WARRANT AGENT |
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| BY: |
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| AUTHORIZED OFFICER |
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| DATED: |
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| (Signature) |
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| CHIEF EXECUTIVE OFFICER |
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| (Seal) |
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| (Signature) |
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| SECRETARY |
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Exhibit 4.11
WARRANT AGENT AGREEMENT
This Warrant Agent Agreement (this “Agreement”)
is made effective as of November 6, 2023, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of
business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust
Company, LLC (formerly American Stock Transfer & Trust Company, LLC), a New York limited liability trust company with offices at 6201
15th Avenue, Brooklyn, NY 11219 (“AST”) and is an amendment to the Warrant Agent Agreement dated August
1, 2014 between the Company and AST, to the May 22, 2017 amendment to the Warrant Agent Agreement, to the October 12, 2017 amendment,
to the April 2, 2018 amendment to the Warrant Agreement, to the January 15, 2021 amendment to the Warrant Agent Agreement, to the February
1, 2021 amendment to the Warrant Agent Agreement, to the April 8, 2021 amendment to the Warrant Agent Agreement, to the June 3, 2021 amendment
to the Warrant Agent Agreement, to the June 21, 2021 amendment to the Warrant Agent Agreement, to the June 21, 2021 amendment to the Warrant
Agent Agreement, to the March 13, 2023 amendment to the Warrant Agent Agreement and to the May 15, 2023 amendment to the Warrant Agent
Agreement by the expansion of the Unit option program.
WHEREAS, the Company has implemented a Dividend
Reinvestment and Common Stock Purchase Plan (hereinafter “DSPP“) and AST is administering the DSPP as the Plan
agent (the “Plan Agent”) and Warrant agent (the “Warrant Agent”), effective August
1, 2014, (1) under a Warrant Agreement dated August 1, 2014 that is still in effect for the $2.50 Unit option program and as the continuation
of AST as the Warrant Agent under the DSPP for the Warrant ZNWAA, (2) under a Warrant Agent Agreement dated October 12, 2017 for the Warrant
ZNWAG that is still in effect for the $250.00 Unit option program, (3) under a Warrant Agent Agreement dated January 15, 2021 for the
Warrant ZNWAM, (4) under a Warrant Agent Agreement dated June 21, 2021 for the Warrant ZNWAQ and (5) as the continuation of AST as the
Warrant Agent under the DSPP for the Warrant with the Company notation of ZNWAZ;
WHEREAS, pursuant to the DSPP,
the Company is offering a new unit option program, which begins on November 6, 2023 and terminates on December 31, 2023, unless extended
at the sole discretion of Zion Oil & Gas, Inc.
WHEREAS, the Unit Option consists
of the combination of Common Stock and warrants with Unit Program features, conditions and terms outlined in the Original Prospectus Supplement
and Amendments No. 1 and No. 4. The Unit Option consists of Units of our securities where each Unit (priced at $250.00 each) is comprised
of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and
low sale prices of the Company’s publicly traded common stock as reported on the OTCQX on the Unit Purchase Date and (ii) Common
Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $0.25. 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 our Common Stock at a warrant exercise price
of $0.25. The warrant shall have the Company notation of “ZNWBA.” The warrant will not be registered for trading on the OTCQX
or any other stock market or trading market.
WHEREAS, Plan participants,
who enroll into the Unit Program with the purchase of at least one Unit and enroll in the separate Automatic Monthly Investments (“AMI”)
program at a minimum of $50.00 per month, will receive an additional fifty (50) warrants at an exercise price of $0.25 during this Unit
Option Program. The fifty (50) additional warrants are for enrolling into the AMI program and shall have the Company notation of “ZNWBA.”
Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase at least one (1) Unit during the
Unit program. Existing AMI participants are entitled to participant in this monthly program by increasing their monthly amount above the
minimum $50.00 per month.
WHEREAS, the ZNWBA warrant
will become exercisable on January 15, 2024, unless extended, and continue to be exercisable through January 14, 2025 at a per share exercise
price of $0.25.
WHEREAS, the Company is utilizing
the Registration Statement on Form S-3 (Registration No. 333-261452), as amended, which was declared effective by the SEC on December
15, 2021 (the “Registration Statement”) to facilitate the trading of the shares of Common Stock included in
the new Units and the shares of Common Stock underlying the Warrants that are included in the Units as well as the Warrants;
WHEREAS, the shares of Common Stock included in
the Units are tradable on the OTCQX under the symbol ZNOG and, following the closing of the Unit program, the shares of Common Stock underlying
the Warrants, will be tradable after Warrant exercise on the OTCQX under the symbol ZNOG;
WHEREAS, the Company desires Equiniti Trust Company,
LLC to act on behalf of the Company, and Equiniti Trust Company, LLC is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants (in such capacity, the “Warrant Agent”) herein described;
WHEREAS, the Company desires to provide for the
form and provisions of the Warrant, the terms upon which it shall be issued and exercised, and the respective rights, limitation of rights,
and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.
NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants herein described, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. New Warrants.
2.1 Form of Warrants. The Warrants
shall be issued in registered form or held in book entry form by Equiniti Trust Company, LLC as Warrant Agent. The Warrants shall be
in substantially the form of Exhibit A, hereto, the provisions of which are incorporated herein, and shall be signed
by, or bear the facsimile signature of, the Executive Chairman and Secretary/Treasurer of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.
2.2 Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof, unless acknowledged and held in book entry form by the Warrant Agent.
2.3 Registration.
2.3.1 Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register” or also referred to as “book entry
form”) for the registration of original issuance and the registration of transfer of the Warrants, if the Warrants are
not held in book entry form by Warrant Agent. Upon the initial issuance of the Warrants unless held in book entry form by the
Warrant Agent, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.
2.3.2 Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
3. Terms and Exercise of
Warrants.
3.1 Warrant Price. Each Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and
this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $0.25 per
share, subject to the adjustments provided in this Section 3.1 and Section 4 hereof. The term “Warrant Price” as used in
this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date for a period of not less than
ten business days, provided that any such reduction shall be identical among all of the Warrants.
3.2 Duration of Warrants. The ZNWBA
warrant will become exercisable on January 15, 2024, unless extended, and continue to be exercisable until 5:00 p.m., Eastern
Standard Time on January 14, 2025.
Notwithstanding the foregoing, no Warrant shall be exercisable unless,
at the time of exercise, a registration statement relating to the Common Stock issuable upon the exercise of such Warrant is effective
and current and a prospectus is available for use by the holders thereof and the Common Stock has been qualified or deemed to be exempt
under the securities laws of the state of residence of the holder of such Warrants. The period during which a Warrant may be exercised
shall be deemed the “Exercise Period” and the termination of such Exercise Period shall be deemed the “Expiration
Date.” Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided, however, the Company will provide notice to registered
holders of the Warrants of such extension of not less than 20 days and, further provided that any such extension shall be identical in
duration among all of the Warrants.
3.3 Exercise of Warrants.
3.3.1 Payment. Subject to the
provisions of the Warrants and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in Brooklyn, New York, with the subscription form, as set forth in the Warrant, or exercised by other electronic means acceptable to
the Company, duly executed by paying in full, by bank check, bank wire, other electronic bank payment method, or other legal
currency means of payment acceptable by the Company and payable to the order of the Company, the Warrant Price for each full share
of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Common Stock and the issuance of the Common Stock.
3.3.2 Issuance of Certificates. As
soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to
which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall
not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been
exercised, unless the Common Stock is to be held in book entry form by AST without the issuance of a certificate and any remaining
balance of Warrants to be maintained in book entry form by the Warrant Agent. Notwithstanding the foregoing, the Company shall not
be obligated to deliver or to recognized in book entry form any securities pursuant to the exercise of a Warrant unless (i) a
registration statement under the Act with respect to the Common Stock issuable upon such exercise is effective, or (ii) in the
opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions
in which the registered holders reside. Warrants may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise or issuance would be unlawful. In no event will the Company be required to provide the registered
holder of a warrant with a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock,
regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration
statement.
3.3.3 Valid Issuance. All shares of
Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and
nonassessable.
3.3.4 Date of Issuance. Each person
in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder
of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of
the date of delivery of such certificate or the recording by book entry, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer books are open.
4. Adjustments.
4.1 Stock Dividends Split Ups. If
after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is
increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. For purposes of
clarification, no adjustment shall be made in the event of a rights offering, or a distribution of rights treated as a dividend to
all shareholders of record, or similar transactions.
4.2 Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.
4.3 Adjustments in Exercise Price.
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1
and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.
4.4 Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a
change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of
any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares
of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the
Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in
lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event;
and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
4.5 Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable on exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written or electronic notice to the Warrant holder,
at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6 Form of Warrant. The form of
Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may
state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
5. Transfer and Exchange of
Warrants.
5.1 Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.
5.2 Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, in the event a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend. Book-entry held warrants may be surrendered electronically by any means acceptable to
the Company.
5.3 Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant
certificate for a fraction of a warrant.
5.4 Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.
5.5 Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign and deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
6. Other Provisions Relating to Rights of
Holders of Warrants.
6.1 No Rights as Stockholder. A
Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.
6.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
6.3 Reservation of Common Stock. The
Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7. Concerning the Warrant Agent and Other
Matters.
7.1 Payment of Taxes. The Company
will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of
the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.
7.2 Resignation, Consolidation, or Merger
of Warrant Agent.
7.2.1 Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such
notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to a court of competent
jurisdiction for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by
such court, shall be authorized to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.
7.2.2 Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.
7.2.3 Merger or Consolidation of Warrant
Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.
7.3 Fees and Expenses of Warrant
Agent.
7.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder as set forth on Exhibit B
hereto, and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.
7.3.2 Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or
performing of the provisions of this Warrant Agreement.
7.4 Liability of Warrant Agent.
7.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Executive Vice
President, Treasurer, or Secretary of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
7.4.2 Indemnity. The Warrant Agent
shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
gross negligence, willful misconduct, or bad faith.
7.4.3 Exclusions. The Warrant Agent
shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.
7.5 Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of the Company’s Common Stock
through the exercise of Warrants.
7.6 Waiver. The Warrant Agent hereby
waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of any
account in which funds related to the purchase or exercise of the Warrants are held, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against any such account for any reason whatsoever.
8. Miscellaneous Provisions.
8.1 Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.
8.2 Notices. Any notice or other
communication required or which may be given hereunder shall be in writing and either be delivered personally or by private national
courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given
when so delivered personally or, if sent by private national courier service, on the next business day after delivery to the
courier, or, if mailed, two business days after the date of mailing, as follows:
Zion Oil & Gas, Inc.
12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
Attn: Corporate Secretary/Treasurer
Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
Attn: Account Executive
8.3 Applicable Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of
New York, without giving effect to conflict of laws. Each party hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the appropriate state or federal courts in
the State of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
8.4 Persons Having Rights under this
Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered
holders of the Warrants.
8.5 Examination of the Warrant Agent
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection
by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by
it.
8.6 Counterparts. This Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
8.7 Effect of Headings. The Section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
8.8 Amendments. This Agreement may be
amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions, including the
shortening of the Exercise Period pursuant to Section 3.2, with respect to matters or questions arising under this Agreement as the
parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders.
All other modifications or amendments, including any amendment to increase the Warrant Price, shall require the written consent of a
majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend or
reduce the duration of the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such consent.
8.9 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto effective as of the day and year first above written.
| ZION OIL & GAS, INC. |
| |
| By: |
/s/ Martin M. van
Brauman |
|
| Name: |
Martin M. van Brauman |
|
Title: |
Corporate Secretary, Treasurer, EVP, Director |
| |
|
| Date: |
November 2, 2023 |
|
|
| Equiniti Trust Company, LLC |
| |
| By: |
/s/ John Lundberg |
|
| Name: |
John Lundberg |
| Title: |
Senior Relationship Manager |
| |
| Date: |
November 3, 2023 |
Exhibit A
[Face of Certificate - ZION OIL & GAS, INC.]
(SEE REVERSE SIDE FOR LEGEND)
WARRANTS
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO 5:00 P.M., EASTERN STANDARD TIME, January 14, 2025)
ZION OIL & GAS, INC.
CUSIP 989696 ___
WARRANT
THIS CERTIFIES THAT, for value received _____________ is the registered
holder of a Warrant or Warrants expiring January 14, 2025 (the “Warrant”) to purchase for each Warrant one fully paid and non-assessable
share of Common Stock, par value $.01 per share (the “Shares”), of ZION OIL & GAS, INC., a Delaware corporation (the “Company”).
Each Warrant entitles the holder thereof to purchase from the Company, commencing on January 15, 2024, one Share of the Company at the
price of $0.25 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant
Agent, American Stock Transfer & Trust Company, LLC (such surrender may be made by electronic means and such payment by check or by
electronic means made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agent
Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a
net-cash settlement or other consideration in lieu of physical settlement in Shares of the Company. The Warrant Agent Agreement provides
that, upon the occurrence of certain events, the Warrant Price, the Exercise Period and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate
refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
This Warrant may expire on the date first above written, if it is not
exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agent Agreement. The Company in its sole discretion
may extend the duration of the Unit Option under the Unit Program, which would extend the Warrant Exercise Period by the same extension
of days.
Upon any exercise of the Warrant for less than
the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his/her/its assignee a new
Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent or by any electronic means to the Company by the registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agent Agreement, but without payment of any service
charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment by electronic means or other
approved delivery for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agent Agreement, without charge except for
any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and
treat the registered holder as the absolute owner of the Warrants represented by this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights
of a stockholder of the Company.
| COUNTERSIGNED: |
|
| American Stock Transfer & Trust Company, LLC |
|
| |
|
| WARRANT AGENT |
|
| BY: |
|
| AUTHORIZED OFFICER |
|
| |
|
| DATED: |
|
| |
|
| (Signature) |
|
| CHIEF EXECUTIVE OFFICER |
|
| |
|
| (Seal) |
|
| |
|
| (Signature) |
|
| SECRETARY |
|
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