As filed with the Securities and Exchange Commission on December
1, 2021
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
form s-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZION OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
20-0065053 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
(214) 221-4610
(Address, including zip code, and telephone number, including
area code
of registrant’s principal executive offices)
Robert Dunn
Chief Executive Officer
12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
(214) 221-4610
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
David Aboudi
Aboudi Legal Group PLLC
745 Fifth Avenue, Suite 500
New York, New York 10151
(646) 768-4285
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General
Instruction 1.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment to a Registration
Statement filed pursuant to General Instruction 1.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule
12b- 2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities
Act ☐
CALCULATION OF REGISTRATION FEE
Title of Class of Securities to be Registered (1)(2) |
|
Proposed
Maximum
Aggregate
Offering
Price |
|
|
Amount of
Registration
Fee(3) |
|
Common Stock, par value $.01 per share |
|
$ |
300,000,000.00 |
|
|
$ |
27,810.00 |
|
Debt Securities |
|
|
- |
|
|
|
- |
|
Warrants |
|
|
- |
|
|
|
- |
|
Units |
|
|
- |
|
|
|
- |
|
Total |
|
$ |
300,000,000.00 |
|
|
$ |
27,810.00 |
|
|
(1) |
Pursuant
to Rule 415(a)(6), the issuer is filing this replacement
registration statement covering approximately $101,079,888 in
unsold securities under the earlier registration statement on Form
S-1, effective December 9, 2019. Under the earlier registration
statement, there were registered thereunder such indeterminate
number of shares of common stock, such indeterminate principal
amount of debt securities, such indeterminate number of warrants to
purchase common stock or debt securities, and such indeterminate
number of units as shall have an aggregate initial offering price
not to exceed $101,079,888. If any debt securities are issued
at an original issue discount, then the offering price of such debt
securities shall be in such greater principal amount as shall
result in an aggregate initial offering price not to exceed
$101,079,888, less the aggregate dollar amount of all securities
previously issued under the prior registration statement and
hereunder. Any unsold securities continuing to be registered
hereunder may be sold separately or as units with other securities
registered hereunder. The proposed maximum initial offering price
per unit will be determined, from time to time, by the registrant
in connection with the issuance by the registrant of the securities
registered hereunder. The securities registered also include
such indeterminate number of shares of common stock and amount of
debt securities as may be issued upon conversion of or exchange for
debt securities that provide for conversion or exchange, upon
exercise of warrants or pursuant to the anti-dilution provisions of
any such securities. In addition, pursuant to Rule 416 under the
Securities Act, the shares being registered hereunder include such
indeterminate number of shares of common stock as may be issuable
with respect to the shares being registered hereunder as a result
of stock splits, stock dividends or similar
transactions. |
|
(2) |
There
are being newly-registered hereunder such indeterminate number of
shares of common stock, such indeterminate principal amount of debt
securities, such indeterminate number of warrants to purchase
common stock or debt securities, rights to purchase an
indeterminate number of securities of Zion Oil & Gas, Inc. and
such indeterminate number of units as shall have an aggregate
offering price not to exceed $300,000,000.00. If any debt
securities are issued at an original issued discount, then the
offering price of such debt securities shall be in such greater
principal amount as shall result in an aggregate initial offering
price not to exceed $300,000,000.00, less the aggregate dollar
amount of all securities previously issued hereunder. Any
securities registered hereunder may be sold separately or as units
with other securities registered hereunder. The proposed maximum
offering price per unit will be determined, from time to time, by
the registrant in connection with the issuance by the registrant of
the securities registered hereunder. The securities registered also
include such indeterminate number of shares of common stock and
amount of debt securities as may be issued upon conversion of or
exchange for debt securities that provide for conversion or
exchange, upon exercise of warrants or pursuant to the
anti-dilution provisions of any such securities. In
addition, pursuant to Rule 416 under the Securities Act, the shares
being registered hereunder include such indeterminate number of
shares of common stock as may be issuable with respect to the
shares being registered hereunder as a result of stock splits,
stock dividends or similar transactions. |
|
(3) |
Calculated
pursuant to Rule 457(o) under the Securities Act of 1933, as
amended. |
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Zion Oil & Gas, Inc. has prepared this Registration Statement
(the “Registration Statement”) on Form S-3 for the purpose of
converting the existing Form S-1 (Registration No. 333-235299) to
the Registration Statement on Form S-3.
PROSPECTUS
$401,079,888
ZION OIL & GAS, INC.
Common Stock, Debt Securities, Warrants and Units
This prospectus is both (1) a new registration statement and (2) a
replacement registration statement that we filed with the
Securities and Exchange Commission (the “SEC”) using a Form S-1
registration process on December 9, 2019. From time to time, we may
offer up to an aggregate of approximately $401,079,888 of any
combination of the securities described in this prospectus, either
individually or in units. This prospectus provides a general
description of the securities we may offer. Each time we sell
securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. The prospectus
supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the
applicable prospectus supplement carefully before you invest in any
securities.
Our common stock is quoted on the OTCQX under the symbol “ZNOG.”
The sale price of our common stock on the OTCQX on November 29,
2021 was $0.266 and our public float was approximately $87 million.
Under our Dividend Reinvestment and Common Stock Purchase Plan, we
also have a common stock purchase warrant at an exercise price of
$2.00, expiring January 31, 2023, that was issued and quoted on the
OTCQX under the symbol “ZNOGW to the above and any other listing on
the OTCQX or any securities market or other exchange of the
securities, if any, covered by the prospectus supplement.
Investing in our securities involves a high degree of risk. We
urge you to carefully consider the risks that we have described on
page 11 of this prospectus under the caption “Risk Factors.”
We may also include specific risk factors in supplements to this
prospectus under the caption “Risk Factors.” This prospectus may
not be used to offer or sell our securities unless accompanied by a
prospectus supplement.
We will sell these securities directly to investors, through agents
designated from time to time or to or through underwriters or
dealers. For additional information on the methods of sale, you
should refer to the section entitled “Plan of Distribution” in this
prospectus. If any underwriters are involved in the sale of
any securities with respect to which this prospectus is being
delivered, the names of such underwriters and any applicable
commissions or discounts will be set forth in a prospectus
supplement. The price to the public of such securities
and the net proceeds we expect to receive from such sale will also
be set forth in a prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is December 1, 2021.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is both (1) a new registration statement and (2) a
replacement registration statement that we filed with the
Securities and Exchange Commission, or SEC, on December 9, 2019,
utilizing a Form S-1 registration process. Under this shelf
registration process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total
dollar amount of approximately $401,079,888. This prospectus
provides you with a general description of the securities we may
offer. Each time we sell securities under this shelf
registration, we will provide a prospectus supplement that will
contain specific information about the terms of that
offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together
with additional information described on page 29 under the heading
“Where You Can Find More Information.”
You should rely only on the information provided or incorporated by
reference in this prospectus or any prospectus supplement. We have
not authorized any dealer, salesman or other person to give any
information or to make any representation other than those
contained or incorporated by reference in this prospectus and the
accompanying supplement to this prospectus. You must not rely upon
any information or representation not contained or incorporated by
reference in this prospectus or the accompanying prospectus
supplement. This prospectus and the accompanying supplement to this
prospectus do not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and
the accompanying supplement to this prospectus constitute an offer
to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus and the
accompanying prospectus supplement is accurate on any date
subsequent to the date set forth on the front of the document or
that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by
reference, even though this prospectus and any accompanying
prospectus supplement is delivered or securities sold on a later
date. In this prospectus and any prospectus supplement,
unless otherwise indicated, the terms “Company,” “we,”
“our” and “us” refer to Zion Oil & Gas, Inc., a corporation
incorporated in the State of Delaware.
THIS PROSPECTUS MAY NOT BE USED TO OFFER AND SELL SECURITIES
UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents included or incorporated by
reference in this prospectus contain statements concerning our
expectations, beliefs, plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other
statements that are not historical facts. These statements are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. You generally can
identify our forward-looking statements by the words “anticipate,”
“believe,” “budgeted,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “may,” “objective,” “plan,”
“potential,” “predict,” “projection,” “scheduled,” “should,” “will”
or other similar words or the negative of these terms or other
comparable terminology and include, without limitation, statements
regarding:
|
● |
The
going concern qualification in our consolidated financial
statements; |
|
● |
our
liquidity and our ability to raise capital to finance our overall
exploration and development activities within our license
area; |
|
● |
our
ability to continue meeting the requisite continued listing
requirements by OTCQX; |
|
● |
the
outcome of the current SEC investigation against us; |
|
● |
Business interruptions from the COVID-19
pandemic; |
|
● |
our
ability to obtain new license areas to continue our petroleum
exploration program; |
|
● |
interruptions, increased consolidated financial
costs and other adverse impacts of the coronavirus pandemic on the
drilling and testing of our MJ#2 well and our capital raising
efforts; |
|
● |
our
ability to explore for and develop natural gas and oil resources
successfully and economically within our license area; |
|
● |
our
ability to maintain the exploration license rights to continue our
petroleum exploration program; |
|
● |
the
availability of equipment, such as seismic equipment, drilling
rigs, and production equipment as well as access to qualified
personnel; |
|
● |
the
impact of governmental regulations, permitting and other legal
requirements in Israel relating to onshore exploratory
drilling; |
|
● |
our
estimates of the time frame within which future exploratory
activities will be undertaken; |
|
● |
changes in our exploration plans and related
budgets; |
|
● |
the
quality of existing and future license areas with regard to, among
other things, the existence of reserves in economic
quantities; |
|
● |
anticipated trends in our business; |
|
● |
our
future results of operations; |
|
● |
our
capital expenditure program; |
|
● |
future market conditions in the oil and gas
industry |
|
● |
the
demand for oil and natural gas, both locally in Israel and
globally; and |
|
● |
The
impact of fluctuating oil and gas prices on our exploration
efforts |
More specifically, our forward-looking statements include, among
others, statements relating to our schedule, business plan,
targets, estimates or results of future drilling,
including the number, timing and results of wells, the timing and
risk involved in drilling follow-up wells, planned expenditures,
prospects budgeted and other future capital expenditures, risk
profile of oil and gas exploration, acquisition of seismic data
(including number, timing and size of projects), planned evaluation
of prospects, probability of prospects having oil and natural gas,
expected production or reserves, increases in reserves, acreage,
working capital requirements, hedging activities, the ability of
expected sources of liquidity to implement our business strategy,
future hiring, future exploration activity, production rates, all
and any other statements regarding future operations, financial
results, business plans and cash needs and other statements that
are not historical facts.
Such statements involve risks and uncertainties, including, but not
limited to, those relating to our dependence on our exploratory
drilling activities, the volatility of oil and natural gas prices,
the need to replace reserves depleted by production, operating
risks of oil and natural gas operations, our dependence on our key
personnel, factors that affect our ability to manage our growth and
achieve our business strategy, risks relating to our limited
operating history, technological changes, our significant capital
requirements, the potential impact of government regulations,
adverse regulatory determinations, litigation, competition, the
uncertainty of reserve information and future net revenue
estimates, property acquisition risks, industry partner issues,
availability of equipment, weather and other factors detailed
herein and in our other filings with the SEC.
We have based our forward-looking statements on our management’s
beliefs and assumptions based on information available to our
management at the time the statements are made. We caution you that
assumptions, beliefs, expectations, intentions and projections
about future events may and often do vary materially from actual
results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our
forward-looking statements.
Some of the factors that could cause actual results to differ from
those expressed or implied in forward-looking statements are
described under “Risk Factors” in this prospectus (page 11) and
described under “Risk Factors” and elsewhere in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 and
in our other periodic reports filed with the SEC. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated. All subsequent written and oral
forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by reference
to these risks and uncertainties. You should not place undue
reliance on our forward-looking statements. Each forward-looking
statement speaks only as of the date of the particular statement,
and we undertake no duty to update any forward-looking
statement.
SUMMARY
The following is only a summary, and does not contain all of the
information that you need to consider in making your investment
decision. We urge you to read this entire prospectus, including the
more detailed financial statements, notes to the financial
statements and other information incorporated by reference
into this prospectus under “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference” from our
other filings with the SEC, as well as any prospectus supplement
applicable to an offering of the securities registered pursuant to
the registration statement of which this prospectus forms a part.
Investing in our securities involves risks. Therefore, please
carefully consider the information provided under the heading “Risk
Factors” beginning on page 11.
Our Company
Zion Oil and Gas, Inc., a Delaware corporation, is an oil and gas
exploration company with a history of 21 years of oil and gas
exploration in Israel. We were incorporated in Florida on April 6,
2000 and reincorporated in Delaware on July 9, 2003.
We completed our initial public offering in January 2007. Our
common stock, par value $0.01 per share (the “Common Stock”)
currently trades on the OTCQX under the symbol “ZNOG” and our
Common Stock warrant under the symbol “ZNOGW.”
The Company currently holds one active petroleum exploration
license onshore Israel, the New Megiddo License 428 (“NML 428”),
comprising approximately 99,000 acres. The NML 428 was awarded
on December 3, 2020 for a six-month term with the possibility of an
additional six-month extension. On April 29, 2021, Zion submitted a
request to the Ministry of Energy for a six-month extension to
December 2, 2021. On May 30, 2021, the Ministry of Energy approved
our request for extension to December 2, 2021. On November 29,
2021, the Ministry of Energy in Israel granted Zion Oil & Gas
an extension of the “New Megiddo”/428 License until August 1, 2022
for the purpose of completing the activities regarding its MJ-02
drilling and testing. The ML 428 lies onshore, south and west of
the Sea of Galilee and we continue our exploration focus here, as
it appears to possess the key geologic ingredients of an active
petroleum system with significant exploration potential.
The Megiddo Jezreel #1 (“MJ #1”) exploratory well was spud on June
5, 2017 and drilled to a total depth (“TD”) of 5,060 meters
(approximately 16,600 feet). Thereafter, the Company successfully
cased and cemented the well while awaiting the approval of the
testing protocol. The Ministry of Energy approved the well testing
protocol on April 29, 2018.
During the fourth quarter of 2018, the Company testing protocol was
concluded at the MJ #1 well. The test results confirmed that the MJ
#1 well did not contain hydrocarbons in commercial quantities in
the zones tested. As a result, in the year ended December 31, 2018,
the Company recorded a non-cash impairment charge to its unproved
oil and gas properties of $30,906,000. During the nine months ended
September 30, 2021, and 2020, respectively, the Company did not
record any post-impairment charges.
While the well was not commercially viable, Zion learned a great
deal from the drilling and testing of this well. We believe that
the drilling and testing of this well carried out the testing
objectives which would support further evaluation and potential
further exploration efforts within our License area. Zion believed
it was prudent and consistent with good industry practice to try
and answer some of these questions with a focused 3-D seismic
imaging shoot of approximately 72 square kilometers surrounding the
MJ#1 well. Zion completed all of the acquisition, processing and
interpretation of the 3-D data and incorporated its expanded
knowledge base into the drilling of our current MJ-02 exploratory
well.
On March 12, 2020, Zion entered into a Purchase and Sale Agreement
with Central European Drilling kft, a Hungarian corporation, to
purchase an onshore oil and gas drilling rig, drilling pipe,
related equipment and spare parts for a purchase price of $5.6
million in cash, subject to acceptance testing and potential
downward adjustment. We remitted to the Seller $250,000 on February
6, 2020 as earnest money towards the Purchase Price. The Closing
anticipated by the Agreement took place on March 12, 2020 by the
Seller’s execution and delivery of a Bill of Sale to us. 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”) was deposited in
escrow with American Stock Transfer and Trust Company LLC. On
January 6, 2021, Zion completed its acceptance testing of the I-35
drilling rig and the Holdback Amount was remitted to Central
European Drilling.
The MJ-02 drilling plan was approved by the Ministry of Energy on
July 29, 2020. On January 6, 2021, Zion officially spudded its
MJ-02 exploratory well. On November 23, 2021 Zion announced that it
completed the drilling of the MJ-02 well to a total depth of 5,531
meters (~18,141 feet). A full set of detailed and comprehensive
tests including neutron-density, sonic, gamma, and resistivity
logs, paired with well testing, have commenced. Based on these logs
and analysis, additional zones of interest may be identified and
tested.
At present, we have no revenues or operating income. Our ability to
generate future revenues and operating cash flow will depend on the
successful exploration and exploitation of our current and any
future petroleum rights or the acquisition of oil and/or gas
producing properties, and the volume and timing of such production.
In addition, even if we are successful in producing oil and gas in
commercial quantities, our results will depend upon commodity
prices for oil and gas, as well as operating expenses including
taxes and royalties.
Our executive offices are located at 12655 North Central
Expressway, Suite 1000, Dallas, Texas 75243, and our telephone
number is (214) 221-4610. Our branch office’s address in Israel is
9 Halamish Street, North Industrial Park, Caesarea 3088900, and the
telephone number is +972-4-623-8500. Our website address is:
www.zionoil.com.
Exploration and Operation Efforts
Megiddo-Jezreel Petroleum License
The Company currently holds one active petroleum exploration
license onshore Israel, the New Megiddo License 428 (“NML 428”),
comprising approximately 99,000 acres. The NML 428 was awarded
on December 3, 2020 for a six-month term with the possibility of an
additional six-month extension. On April 29, 2021, Zion submitted a
request to the Ministry of Energy for a six-month extension to
December 2, 2021. On May 30, 2021, the Ministry of Energy approved
our request for extension to December 2, 2021. On November 29,
2021, the Ministry of Energy in Israel granted Zion Oil & Gas
an extension of the “New Megiddo”/428 License until August 1, 2022
for the purpose of completing the activities regarding its MJ-02
drilling and testing. The ML 428 lies onshore, south and west of
the Sea of Galilee, and we continue our exploration focus here as
it appears to possess the key geologic ingredients of an active
petroleum system with significant exploration potential.
The previous Megiddo Jezreel #1 (“MJ #1”) exploratory well was
spudded on June 5, 2017 and drilled to a total depth (“TD”) of
5,060 meters (approximately 16,600 feet). Thereafter, the Company
successfully cased and cemented the well while awaiting the
approval of the testing protocol. The Ministry of Energy approved
the well testing protocol on April 29, 2018.
During the fourth quarter of 2018, the Company testing protocol was
concluded at the MJ #1 well. The test results confirmed that the MJ
#1 well did not contain hydrocarbons in commercial quantities in
the zones tested. As a result, in the year ended December 31, 2018,
the Company recorded a non-cash impairment charge to its unproved
oil and gas properties of $30,906,000. During the three and nine
months ended September 30, 2021, and 2020, respectively, the
Company did not record any post-impairment charges.
The MJ#1 well provided Zion with information Zion believes is
important for potential future exploration efforts within its
license area. As with many frontier wildcat wells, the MJ#1 also
left several questions unanswered.
While not meant to be an exhaustive list, a summary of what Zion
believes to be key information learned in the MJ#1 well is as
follows
|
1. |
The
MJ#1 encountered much higher subsurface temperatures at a depth
shallower than expected before drilling the well. In our opinion,
this is significant because reaching a minimum temperature
threshold is necessary for the generation of hydrocarbons from an
organic-rich source rock. |
|
|
|
|
2. |
The
known organic rich (potentially hydrocarbon bearing) Senonian age
source rocks that are typically present in this part of Israel were
not encountered as expected. Zion expected these source rocks to be
encountered at approximately 1,000 meters in the MJ#1
well. |
|
3. |
MJ#1
had natural fractures, permeability (the ability of fluid to move
through the rock) and porosity (pore space in rock) that allowed
the sustained flow of formation fluid in the shallower Jurassic and
lower Cretaceous age formations between approximately 1,200 and
1,800 meters. While no hydrocarbons were encountered, Zion believes
this fact is nonetheless significant because it provides important
information about possible reservoir pressures and the ability of
fluids to move within the formation and to the surface. |
|
4. |
MJ#1
encountered oil in the Triassic Mohilla formation which Zion
believes may indicate the presence of an active deep petroleum
system is in Zion’s license area. There was no natural permeability
or porosity in the Triassic Mohilla formation to allow formation
fluid to reach the surface naturally during testing, and thus the
MJ#1 was not producible or commercial. |
|
5. |
The
depths and thickness of the formations we encountered varied
greatly from pre-drill estimates. This required the MJ#1 to be
drilled to a much greater depth than previously expected. Zion has
tied these revised formation depths to seismic data which will
allow for more accurate interpretation and mapping in the
future. |
A summary of what Zion believes to be some key questions left to be
answered are:
|
1. |
Is
the missing shallow Senonian age source rock a result of regional
erosion, or is it missing because of a fault that cut the well-bore
and could be reasonably expected to be encountered in the vicinity
of the MJ#1 drill site? Zion believes this is an important question
to answer because if the Senonian source rocks do exist in this
area, the high temperatures encountered are sufficient to mature
these source rocks and generate oil. |
|
2. |
Do
the unusually high shallow subsurface temperatures extend
regionally beyond the MJ#1 well, which could allow for the
generation of hydrocarbons in the Senonian age source rock within
our license area? |
|
3. |
As a
consequence of seismic remapping, where does the MJ#1 well lie
relative to the potential traps at the Jurassic and Triassic
levels, and was the well location too low on the structures and
deeper than the potential hydrocarbons within those
traps? |
As a result of these unanswered questions and with the information
gained drilling the MJ#1 well, Zion believed it was prudent and
consistent with good industry practice to try and answer some of
these questions with a focused 3-D seismic imaging shoot of
approximately 72 square kilometers surrounding the MJ#1 well. Zion
has completed all of the acquisition, processing and interpretation
of the 3-D data and incorporated its expanded knowledge base into
the drilling of our current MJ-02 exploratory well (see further
details below).
The Geology team is continuing to work on a larger interpretation
of 3D areas, along with potential exploration locations located in
the western portion of the NML 428 license area.

Map 1. Zion’s New Megiddo License 428 as of November 30,
2021.
As a result of these unanswered questions and with the information
gained drilling the MJ#1 well, Zion believed it was prudent and
consistent with good industry practice to try and answer some of
these questions with a focused 3-D seismic imaging shoot of
approximately 72 square kilometers surrounding the MJ#1 well. Zion
has completed all of the acquisition, processing and interpretation
of the 3-D data and has incorporated its expanded knowledge base
into the drilling of our current MJ-02 exploratory well (see
further details below). The Megiddo-Jezreel License 401 was awarded
on December 3, 2013 for a three-year primary term through December
2, 2016 with the possibility of additional one-year extensions up
to a maximum of seven years. The Megiddo-Jezreel License 401 lies
onshore, south and west of the Sea of Galilee, and we continue our
exploration focus here as it appears to possess the key geologic
ingredients of an active petroleum system with significant
exploration potential.
Current Exploration and Operation Efforts
On March 12, 2020, Zion entered into a Purchase and Sale Agreement
with Central European Drilling kft, a Hungarian corporation, to
purchase an onshore oil and gas drill rig, drilling pipe, related
equipment and spare parts for a purchase price of $5.6 million in
cash, subject to acceptance testing and potential downward
adjustment. We remitted to the Seller $250,000 on February 6, 2020
as earnest money towards the Purchase Price. The Closing
anticipated by the Agreement took place on March 12, 2020 by the
Seller’s execution and delivery of a Bill of Sale to us. 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”) was deposited in
escrow with American Stock Transfer and Trust Company LLC. On
January 6, 2021, Zion completed its acceptance testing of the I-35
drilling rig and the Holdback Amount was remitted to Central
European Drilling.
The Company currently holds one active petroleum exploration
license onshore Israel, the New Megiddo License 428 (“NML 428”),
comprising approximately 99,000 acres. This license
effectively replaced the Megiddo-Jezreel License 401 as it has the
same area and coordinates. The NML 428 was awarded on December 3,
2020 for a six-month term with the possibility of an additional
six-month extension. On April 29, 2021, Zion submitted a request to
the Ministry of Energy for a six-month extension to December 2,
2021. On May 30, 2021, the Ministry of Energy approved our request
for extension to December 2, 2021. On November 29, 2021, the
Ministry of Energy in Israel granted Zion Oil & Gas an
extension of the “New Megiddo”/428 License until August 1, 2022 for
the purpose of completing the activities regarding its MJ-02
drilling and testing. The ML 428 lies onshore, south and west of
the Sea of Galilee, and we continue our exploration focus here as
it appears to possess the key geologic ingredients of an active
petroleum system with significant exploration potential.
Onshore Licensing, Oil and Gas Exploration and Environmental
Guidelines
The Company is engaged in oil and gas exploration and production
and may become subject to certain liabilities as they relate to
environmental cleanup of well sites or other environmental
restoration procedures and other obligations as they relate to the
drilling of oil and gas wells or the operation thereof. Various
guidelines have been published in Israel by the State of Israel’s
Petroleum Commissioner, the Energy Ministry, and the Environmental
Ministry in recent years as it pertains to oil and gas activities.
Mention of these guidelines was included in previous Zion Oil &
Gas filings.
We acknowledge that these new regulations are likely to increase
the expenditures associated with obtaining new exploration rights
and drilling new wells. The Company expects that additional
financial burdens could occur as a result of the Ministry requiring
cash reserves that could otherwise be used for operational
purposes.
Financing Activities
We need to raise significant funds to finance the continued
exploration efforts and maintain orderly operations. To date, we
have funded our operations through the issuance of our securities
and convertible debt. We will need to continue to raise funds
through the issuance of equity and/or debt securities (or
securities convertible into or exchangeable for equity securities).
No assurance can be provided that we will be successful in raising
the needed capital on terms favorable to us (or at all).
The Dividend Reinvestment and Stock Purchase Plan
On March 27, 2014, the Company launched its Dividend Reinvestment
and Stock Purchase Plan (the “DSPP”) pursuant to which stockholders
and interested investors could purchase shares of the Company’s
Common Stock as well as units of the Company’s securities directly
from the Company. The terms of the DSPP are described in the
Prospectus Supplement originally filed on March 31, 2014 (the
“Original Prospectus Supplement”) with the Securities and Exchange
Commission (“SEC”) under the Company’s effective registration
Statement on Form S-3, as thereafter amended.
On February 23, 2017, the Company filed a Form S-3 with the SEC
(Registration No. 333-216191) as a replacement for the Form S-3
(Registration No. 333-193336), in which the three (3) year period
was ending March 31, 2017, along with the base Prospectus and
Supplemental Prospectus. The Form S-3, as amended, and the new base
Prospectus became effective on March 10, 2017, along with the
Prospectus Supplement that was filed and became effective on March
10, 2017. The Prospectus Supplement under Registration No.
333-216191 describes the terms of the DSPP and replaces the prior
Prospectus Supplement, as amended, under the prior Registration No.
333-193336.
On November 27, 2019, the Company filed a Form S-3 to Form S-1
conversion with the SEC (Registration No. 333-235299) as a
replacement for the Form S-3 (Registration No. 333-216191), along
with the base Prospectus and Supplemental Prospectus. The Form S-1,
as amended, and the new base Prospectus became effective on
December 9, 2019, along with the Prospectus Supplement that was
filed and became effective on December 9, 2019. The Prospectus
Supplement under Registration No. 333-235299 described the terms of
the DSPP and replaced the prior Prospectus Supplement, as amended,
under the prior Registration No. 333-216191.
For the nine months ended September 30, 2021, approximately
$18,157,000 was raised and from October 1, 2021 to November 10,
2021 approximately $4,378,000 was raised under the DSPP
program.
The Warrants transactions since September 30, 2021 are shown in the
table below:
Warrants |
|
Exercise Price |
|
|
Warrant Termination Date |
|
Outstanding Balance, 12/31/18 |
|
|
Warrants Issued |
|
|
Warrants Exercised |
|
|
Warrants Expired |
|
|
Outstanding Balance, 9/30/19 |
|
ZNWAA |
|
$ |
2.00 |
|
|
01/31/2023 |
|
|
1,498,804 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,498,804 |
|
ZNWAD |
|
$ |
1.00 |
|
|
05/02/2023 |
|
|
243,853 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
243,853 |
|
ZNWAE |
|
$ |
1.00 |
|
|
05/02/2023 |
|
|
2,144,099 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,144,099 |
|
ZNWAF |
|
$ |
1.00 |
|
|
08/14/2023 |
|
|
359,435 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
359,435 |
|
ZNWAG |
|
$ |
1.00 |
|
|
01/08/2023 |
|
|
240,068 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
240,068 |
|
ZNWAH |
|
$ |
5.00 |
|
|
04/19/2023 |
|
|
372,400 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
372,400 |
|
ZNWAI |
|
$ |
3.00 |
|
|
06/29/2023 |
|
|
640,730 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
640,730 |
|
ZNWAJ |
|
$ |
1.00 |
|
|
10/29/2023 |
|
|
545,900 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
545,900 |
|
ZNWAK |
|
$ |
0.01 |
|
|
02/25/2023 |
|
|
437,875 |
|
|
|
0 |
|
|
|
(6,220 |
) |
|
|
0 |
|
|
|
431,655 |
|
ZNWAL |
|
$ |
2.00 |
|
|
08/26/2023 |
|
|
517,875 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
517,875 |
|
ZNWAM |
|
$ |
1.00 |
|
|
07/15/2022 |
|
|
|
|
|
|
4,376,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,376,000 |
|
ZNWAN |
|
$ |
1.00 |
|
|
07/15/2022 |
|
|
|
|
|
|
267,725 |
|
|
|
(100 |
) |
|
|
0 |
|
|
|
267,685 |
|
ZNWAO |
|
$ |
0.25 |
|
|
06/12/2023 |
|
|
|
|
|
|
190,480 |
|
|
|
(15,200 |
) |
|
|
0 |
|
|
|
175,280 |
|
ZNWAP |
|
$ |
0.25 |
|
|
04/03/2022 |
|
|
|
|
|
|
1,639,916 |
|
|
|
(1,200,000 |
) |
|
|
0 |
|
|
|
439,916 |
|
ZNWAR |
|
$ |
0.25 |
|
|
06/23/2022 |
|
|
|
|
|
|
1,020,000 |
|
|
|
|
|
|
|
0 |
|
|
|
1,020,000 |
|
Outstanding warrants |
|
|
|
|
|
|
|
|
7,001,039 |
|
|
|
7,494,181 |
|
|
|
(1,221,520 |
) |
|
|
0 |
|
|
|
13,273,700 |
|
According to the warrant table, the Company could potentially raise
up to approximately $16,408,000, if all outstanding warrants were
exercised by its holders.
The Securities We May Offer
We may offer shares of our common stock, various series of debt
securities and warrants to purchase any of such securities, either
individually or in units, with a total value of up to approximately
$401,665,888 from time to time under this prospectus at prices and
on terms to be determined by market conditions at the time of
offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or
series of securities, we will provide a prospectus supplement that
will describe the specific amounts, prices and other important
terms of the securities, including, to the extent applicable:
|
· |
aggregate principal amount or
aggregate offering price; |
|
· |
maturity, if applicable; |
|
· |
original issue discount, if any; |
|
· |
rates
and times of payment of interest, if any; |
|
· |
redemption, conversion, exchange or sinking fund
terms, if any; |
|
· |
conversion or exchange prices or rates, if any, and, if applicable,
any provisions for changes to or adjustments in the conversion or
exchange prices or rates and in the securities or other property
receivable upon conversion or exchange;
|
|
· |
restrictive covenants, if any; |
|
· |
voting or other rights, if any; and |
|
· |
important federal income tax
considerations. |
The prospectus supplement also may add, update or change
information contained in this prospectus or in documents we have
incorporated by reference into this prospectus. However, no
prospectus supplement will offer a security that is not registered
and described in this prospectus at the time of the effectiveness
of the registration statement of which this prospectus is a
part.
We may sell the securities directly to or through underwriters,
dealers or agents. We, and our underwriters or agents,
reserve the right to accept or reject all or part of any proposed
purchase of securities. Currently, we sell securities
directly through our Dividend Reinvestment and Common Stock
Purchase Plan. If we do offer securities through underwriters or
agents, we will include in the applicable prospectus
supplement:
|
· |
the names of those underwriters
or agents; |
|
· |
applicable fees, discounts and
commissions to be paid to them; |
|
· |
details regarding over-allotment
options, if any; and |
|
· |
the net proceeds to
us. |
The following is a summary of the securities we may offer with this
prospectus.
Common Stock. We currently have authorized
800,000,000 shares of common stock, par value $0.01 per share. We
may offer shares of our common stock either alone or underlying
other registered securities convertible into or exercisable for our
common stock from time to time. Holders of our common stock are
entitled to one vote per share for the election of directors and on
all other matters that require stockholder approval. In
the event of our liquidation, dissolution or winding up, holders of
our common stock are entitled to share ratably in the assets
remaining after payment of liabilities. Currently, we do not
pay any dividends. Our common stock does not carry any preemptive
rights enabling a holder to subscribe for, or receive shares of,
any class of our common stock or any other securities convertible
into shares of any class of our common stock, or any redemption
rights.
Debt Securities. We may offer debt securities
from time to time, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible
debt. The senior debt securities will rank equally with any
other unsubordinated debt that we may have and may be secured or
unsecured. The subordinated debt securities will be
subordinate and junior in right of payment, to the extent and in
the manner described in the instrument governing the debt, to all
or some portion of our indebtedness. Any convertible debt
securities that we issue will be convertible into or exchangeable
for our common stock or other securities of ours. Conversion
may be mandatory or at your option and would be at prescribed
conversion rates.
Any debt securities will be issued under one or more documents
called indentures, which are contracts between us and a trustee for
the holders of the debt securities. In this prospectus, we
have summarized certain general and standard features of the debt
securities we may issue. We urge you, however, to read the
prospectus supplements related to the series of debt securities
being offered, as well as the complete indentures that contain the
terms of the debt securities. We will file as
exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference into such
registration statement from a Current Report on Form 8-K that we
file with the SEC, the forms of indentures and any supplemental
indentures and the forms of debt securities containing the terms of
debt securities we are offering before the issuance of any series
of debt pursuant to the Registration Statement of which this
prospectus forms a part.
Warrants. We may offer warrants for the purchase of
our common stock, and/or debt securities in one or more series,
from time to time. We may issue warrants independently or
together with common stock, and/or debt securities and the warrants
may be attached to or separate from those securities.
The warrants will be evidenced by warrant certificates issued under
one or more warrant agreements, which are contracts between us and
an agent for the holders of the warrants. In this prospectus,
we have summarized certain general and standard features of the
warrants. We urge you, however, to read the prospectus
supplements related to the series of warrants being offered, as
well as the warrant agreements and warrant certificates that
contain the terms of the warrants. We will file as exhibits
to the registration statement of which this prospectus is
a part, or will incorporate by reference into such
registration statement from a Current Report on Form 8-K that we
file with the SEC, the form of warrant agreements and form of
warrant certificates relating to warrants for the purchase of
common stock and debt securities we are offering before the
issuance of any such warrants pursuant to the Registration
Statement of which this prospectus forms a part.
Units. We may offer units consisting of common
stock, debt securities and/or warrants to purchase any of such
securities in one or more series. In this prospectus, we have
summarized certain general and standard features of the units. We
urge you, however, to read the prospectus supplements related to
the series of units being offered, as well as the unit agreements
that contain the terms of the units. We will file as exhibits to
the registration statement of which this prospectus is a part, or
will incorporate by reference from a Current Report on Form 8-K
that we file with the SEC, the form of unit agreement and any
supplemental agreements that describe the terms of the series of
units we are offering before the issuance of the related series of
units pursuant to the Registration Statement of which this
prospectus forms a part.
We will evidence each series of units by unit certificates that we
will issue under a separate agreement. We will enter into the unit
agreements with a unit agent. Each unit agent will be a bank or
trust company that we select. We will indicate the name and address
of the unit agent in the applicable prospectus supplement relating
to a particular series of units.
THIS PROSPECTUS MAY NOT BE USED TO OFFER OR SELL ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
RISK FACTORS
Before making an investment decision, you should carefully consider
the risks described under “Risks Related to our Business” below and
in the applicable prospectus supplement, together with all of the
other information appearing in this prospectus or incorporated by
reference into this prospectus and any applicable prospectus
supplement, in light of your particular investment objectives and
financial circumstances. Our business, financial condition or
results of operations could be materially adversely affected by any
of these risks. The trading price of our securities could decline
due to any of these risk factors, and you may lose all or any part
of your investment.
Risks Related to our Business
We are an oil and gas exploration company with no current source
of revenue. Our ability to continue in business depends upon our
continued ability to obtain significant financing from external
sources and the success of our exploration efforts, none of which
can be assured.
During the quarter ended September 30, 2021, there were no material
changes to the risk factors previously reported in our Annual
Report on Form 10-K for the year ended December 31, 2020.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement applicable
to an offering, we intend to use any net proceeds from the sale of
our securities to fund our operations and for other general
corporate purposes, such as additions to working capital, expansion
of our drilling and other exploration efforts and further our
efforts to possibly acquire a majority working interest in a
deep-drilling capacity onshore drilling rig. We have not determined
the amount of net proceeds to be used specifically for the
foregoing purposes.
When we offer a particular series of securities, we will describe
the intended use of the net proceeds from that offering in a
prospectus supplement. The actual amount of net proceeds we spend
on a particular use will depend on many factors, including, our
future capital expenditures, the amount of cash required by our
operations, and our future revenue growth, if any. Therefore, we
will retain broad discretion in the use of the net proceeds.
DESCRIPTION OF CAPITAL
STOCK
Our authorized share capital consists of 800,000,000 shares of
common stock, par value $0.01 per share. As of September 30, 2021,
there were 304,260,077 common shares outstanding. All outstanding
shares of common stock are fully paid and non-assessable.
The following description of our common stock, together with any
additional information we include in any applicable prospectus
supplement, summarizes the material terms and provisions of our
common stock that we may offer under this prospectus. While the
terms we have summarized below will apply generally to any future
common stock that we may offer, we will describe the particular
terms of any class or series of these securities in more detail in
the applicable prospectus supplement. For the complete terms
of our common stock, please refer to our certificate of
incorporation and our bylaws that are incorporated by reference
into the registration statement of which this prospectus is a part
or may be incorporated by reference in this prospectus or any
applicable prospectus supplement. The summary below and that
contained in any applicable prospectus supplement are qualified in
their entirety by reference to our certificate of incorporation and
bylaws.
Common Stock
Voting. Holders of shares of common stock are entitled to
one vote for each share on all matters to be voted on by the
stockholders. They are not entitled to cumulative voting
rights.
Dividends and Other Distributions. Holders of our common
stock are entitled to share in an equal amount per share in any
dividends declared by our board of directors on the common stock
and paid out of legally available assets.
Distributions on Dissolution. In the event of our
liquidation, dissolution or winding up, holders of our common stock
are entitled to share ratably in the assets remaining after payment
of liabilities.
Other Rights. Our common stock does not carry any preemptive
rights enabling a holder to subscribe for, or receive shares of,
any class of our common stock or any other securities convertible
into shares of any class of our common stock. There are no
conversion or redemption rights or sinking funds provided for our
stockholders.
Certificate of Incorporation and Bylaws Provisions
The following summary describes provisions of our certificate of
incorporation and bylaws. They may have the effect of discouraging
a tender offer, proxy contest or other takeover attempt that is
opposed by our board of directors. These provisions include:
|
· |
restrictions on the rights of
shareholders to remove directors; |
|
|
|
|
· |
limitations against shareholders calling a Special Meeting of
shareholders or acting by unanimous written consent in lieu of a
meeting;
|
|
|
|
|
· |
requirements for advance notice of actions proposed by shareholders
for consideration at meetings of the shareholders; and
|
|
|
|
|
· |
restrictions on business combination transactions
with “related persons.” |
Classified board of directors and removal
Our certificate of incorporation provides that the board of
directors shall be divided into three classes, designated Class I,
Class II and Class III, with the classes to be as nearly equal in
number as possible. The term of office of each class expires at the
third Annual Meeting of Shareholders for the election of directors
following the election of such class (except for the initial
classes). Directors may be removed only for cause and only upon the
affirmative vote of holders of at least 66 2/3% of our voting stock
at a Special Meeting of Shareholders called expressly for that
purpose. The classification of directors could have the effect of
making it more difficult for shareholders to change the composition
of the board of directors. At least two Annual Meetings of
Shareholders, instead of one, are generally required to effect a
change in a majority of the board of directors.
The classification provisions could also have the effect of
discouraging a third party from initiating a proxy contest, making
a tender offer or otherwise attempting to obtain control of our
company, even though such an attempt might be beneficial to us and
our shareholders. The classification of the board of directors
could thus increase the likelihood that incumbent directors will
retain their positions. In addition, because the classification
provisions may discourage accumulations of large blocks of stock by
purchasers whose objective is to take control of our company and
remove a majority of the board of directors, the classification of
the board of directors could tend to reduce the likelihood of
fluctuations in the market price of the common stock that might
result from accumulations of large blocks. Accordingly,
shareholders could be deprived of opportunities to sell their
shares of common stock at a higher market price than might
otherwise be the case.
Shareholder action by written consent and special
meetings
Our bylaws provide that shareholder action can be taken only at an
Annual or Special Meeting of shareholders and may not be taken by
written consent in lieu of a meeting once our number of
shareholders exceeded sixty, which occurred in the first quarter of
2003. Special Meetings of shareholders can be called only upon a
resolution adopted by the board of directors. Moreover, the
business permitted to be conducted at any Special Meeting of
shareholders is limited to the business brought before the meeting
under the Notice of Meeting given by us. These provisions may have
the effect of delaying consideration of a shareholder proposal
until the next Annual Meeting. These provisions would also prevent
the holders of a majority of our voting stock from unilaterally
using the written consent or Special Meeting procedure to take
shareholder action.
Advance notice provisions for shareholder nominations and
shareholder proposals
Our bylaws establish an advance notice procedure for
shareholders to make nominations of candidates for election as
directors or bring other business before a meeting of shareholders.
The shareholder notice procedure provides that only persons who are
nominated by, or at the direction of, the board of directors, or by
a shareholder who has given timely written notice containing
specified information to our secretary prior to the meeting at
which directors are to be elected, will be eligible for election as
our directors. The shareholder notice procedure also provides that
at a meeting of the shareholders only such business may be
conducted as has been brought before the meeting by, or at the
direction of, the chairman of the board of directors, or in the
absence of the chairman of the board, the chief executive officer,
the president, or by a shareholder who has given timely written
notice containing specified information to our secretary of such
shareholder’s intention to bring such business before such
meeting.
Although our bylaws do not give the board of directors any power to
approve or disapprove shareholder nominations for the election of
directors or proposals for action, they may have the effect of
precluding a contest for the election of directors or the
consideration of shareholder proposals if the proper procedures are
not followed, and of discouraging or deterring a third party from
conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or
beneficial to Zion and our shareholders.
Business combination provision
Our certificate of incorporation contains a provision for approval
of specified business combination transactions involving any
person, entity or group that beneficially owns at least 10% of our
aggregate voting stock. Such person, entity or group is sometimes
referred to as a “related person”. This provision requires the
affirmative vote of the holders of not less than 66 2/3% of our
voting stock to approve specified transactions between a related
person and Zion, including:
|
· |
any merger or
consolidation; |
|
|
|
|
· |
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of our assets having a fair market value of more than
10% of our total assets, or assets representing more than 10% of
our cash flow or earning power, or 10% of stockholders’ equity,
which is referred to as a “substantial part”;
|
|
|
|
|
· |
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with us of all or a substantial part of the
assets of a related person;
|
|
|
|
|
· |
any reclassification of securities, recapitalization, or any other
transaction involving us that would have the effect of increasing
the voting power of a related person;
|
|
|
|
|
· |
the adoption of a plan or proposal for our liquidation or
dissolution proposed by or on behalf of a related person; and
|
|
|
|
|
· |
the entering into of any agreement, contract or other arrangement
providing for any of the transactions described above.
|
This voting requirement will not apply to certain transactions,
including any transaction approved by a majority vote of the
directors (called “Disinterested Directors”) who are not affiliated
or associated with the related person described above, provided
that there are at least three Disinterested Directors. This
provision could have the effect of delaying or preventing a change
in control of Zion in a transaction or series of transactions.
Liability of directors and indemnification
Our certificate of incorporation provides that a director will not
be personally liable to us or our shareholders for breach of
fiduciary duty as a director, except to the extent that such
exemption or limitation of liability is not permitted under
Delaware General Corporation Law. Any amendment or repeal of such
provisions may not adversely affect any right or protection of a
director existing under our certificate of incorporation for any
act or omission occurring prior to such amendment or repeal.
Our certificate of incorporation and bylaws provide that each
person who at any time serves or served as one of our directors or
officers, or any person who, while one of our directors or
officers, is or was serving at our request as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, is entitled to indemnification and the advancement of
expenses from us, to the fullest extent permitted by applicable
Delaware law. However, as provided under applicable Delaware
General Corporation Law, this indemnification will only be provided
if the indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests
of our company.
Amendments
Our certificate of incorporation provides that we reserve the right
to amend, alter, change, or repeal any provision contained in our
certificate of incorporation, and all rights conferred to
shareholders are granted subject to such reservation. The
affirmative vote of holders of not less than 80% of our voting
stock, voting together as a single class, is required to alter,
amend, adopt any provision inconsistent with, or to repeal certain
specified provisions of our certificate of incorporation. However,
the 80% vote described in the prior sentence is not required for
any alteration, amendment, adoption of inconsistent provision or
repeal of the “business combination” provision discussed under the
“Business combination provision” paragraph above which is
recommended to the shareholders by two-thirds of our Disinterested
Directors, and such alteration, amendment, adoption of inconsistent
provision or repeal shall require the vote, if any, required under
the applicable provisions of the Delaware General Corporation Law,
our certificate of incorporation and our bylaws. In addition, our
bylaws provide that shareholders may only adopt, amend or repeal
our bylaws by the affirmative vote of holders of not less than
66-2/3% of our voting stock, voting together as a single class. Our
bylaws may also be amended by the affirmative vote of two-thirds of
our board of directors.
Listing Symbols on the securities market
Our common stock is quoted on the OTCQX under the symbol “ZNOG” The
sale price of our common stock on the OTCQX on November 29, 2021
was $0.266. We also have one common stock purchase warrant quoted
on the OTCQX under the symbol “ZNOGW”. The applicable prospectus
supplement will contain information, where applicable, as to any
other listing on the OTCQX or any securities market or other
exchange of the securities, if any, covered by the prospectus
supplement.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company, LLC, Brooklyn, New York.
DESCRIPTION OF DEBT
SECURITIES
The following description, together with the additional information
we include in any applicable prospectus supplements, summarizes the
general terms and provisions of the debt securities that we may
offer under this prospectus. While the terms we have
summarized below will generally apply to any future debt securities
we may offer under this prospectus, we will describe the particular
terms of any debt securities that we may offer in more detail in
the applicable prospectus supplement. The terms of any debt
securities we offer under a prospectus supplement may differ from
the terms we describe below. However, no prospectus
supplement shall fundamentally change the terms that are set forth
in this prospectus or offer a security that is not registered and
described in this prospectus at the time of its
effectiveness. As of the date of this prospectus, we have no
outstanding registered debt securities.
We may issue one or more series of notes under indentures, which we
will enter into with the trustee to be named therein. If we
issue debt securities, we will file these documents as exhibits to
the registration statement of which this prospectus is a part, or
incorporate them by reference from a Current Report on Form 8-K
that we file with the SEC. We use the term “indentures” to
refer to any and all indentures that we may enter into with respect
to debt securities issued and sold pursuant to this Registration
Statement.
The indentures will be qualified under the Trust Indenture Act of
1939. We use the term “debenture trustee” to refer to either
the senior trustee or the subordinated trustee, as applicable.
The following summaries of material provisions of the debt
securities are subject to, and qualified in their entirety by
reference to, all the provisions of the indenture applicable to a
particular series of debt securities. We urge you to read the
applicable prospectus supplements related to the debt securities
that we sell under this prospectus, as well as the complete
indentures that contain the terms of the debt securities.
Except as we may otherwise indicate, the terms of the senior and
the subordinated indentures are identical.
General
The indentures may limit the aggregate principal amount of the debt
securities which we may issue and will provide that we may issue
the debt securities from time to time in one or more series. The
indentures may or may not limit the amount of our other
indebtedness or the debt securities which we may issue. The
particular terms of each series of debt securities will be
described in a prospectus supplement relating to such series,
including any pricing supplement. The prospectus
supplement will set forth:
|
· |
the
principal amount being offered, and, if a series, the total amount
authorized and the total amount outstanding; |
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· |
any limit on the amount that may
be issued; |
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· |
whether or not we will issue the series of debt securities in
global form and, if so, the terms and who the depositary will
be;
|
|
· |
whether and under what circumstances, if any, we will pay
additional amounts on any debt securities held by a person who is
not a United States person for tax purposes, and whether we can
redeem the debt securities if we have to pay such additional
amounts;
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|
· |
the annual interest rate, which may be fixed or variable, or the
method for determining the rate, the date interest will begin to
accrue, the dates interest will be payable and the regular record
dates for interest payment dates or the method for determining such
dates;
|
|
· |
whether or not the debt securities will be
secured or unsecured, and the terms of any secured
debt; |
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· |
the terms of the subordination of
any series of subordinated debt; |
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· |
the place where payments will be
payable; |
|
· |
restrictions on transfer, sale or
other assignment, if any; |
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· |
our
right, if any, to defer payment of interest and the maximum length
of any such deferral period; |
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· |
the date, if any, after which, the conditions upon which, and the
price at which we may, at our option, redeem the series of debt
securities pursuant to any optional or provisional redemption
provisions, and any other applicable terms of those redemption
provisions;
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|
· |
the date, if any, on which, and the price at which we are
obligated, pursuant to any mandatory sinking fund or analogous fund
provisions or otherwise, to redeem, or at the holder’s option to
purchase, the series of debt securities and the currency or
currency unit in which the debt securities are payable;
|
|
· |
whether the indenture will restrict our ability
to: |
|
· |
incur additional
indebtedness; |
|
· |
issue additional
securities; |
|
· |
pay dividends and make distributions in respect of our capital
stock;
|
|
· |
redeem capital stock; |
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· |
place
restrictions on our subsidiaries’ ability to pay dividends, make
distributions or transfer assets; |
|
· |
make investments or other
restricted payments; |
|
· |
sell or otherwise dispose of
assets; |
|
· |
enter into sale-leaseback
transactions; |
|
· |
engage in transactions with
stockholders and affiliates; |
|
· |
issue or sell stock of our
subsidiaries; or |
|
· |
effect a consolidation or
merger; |
|
· |
whether the indenture will require us to maintain any interest
coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
|
|
· |
a discussion of any material or special United States federal
income tax considerations applicable to the debt securities;
|
|
· |
information describing any
book-entry features; |
|
· |
provisions for a sinking fund purchase or other
analogous fund, if any; |
|
· |
whether the debt securities are to be offered at a price such that
they will be deemed to be offered at an “original issue discount”
as defined in paragraph (a) of Section 1273 of the Internal Revenue
Code;
|
|
· |
the procedures for any auction
and remarketing, if any; |
|
· |
the denominations in which we will issue the series of debt
securities, if other than denominations of $1,000 and any integral
multiple thereof;
|
|
· |
if
other than dollars, the currency in which the series of debt
securities will be denominated; and |
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· |
any other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any events of
default that are in addition to those described in this prospectus
or any covenants provided with respect to the debt securities that
are in addition to those described above, and any terms which may
be required by us or advisable under applicable laws or regulations
or advisable in connection with the marketing of the debt
securities.
|
Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on which a
series of debt securities may be convertible into or exchangeable
for common stock or other securities of ours or a third party,
including the conversion or exchange rate, as applicable, or how it
will be calculated, and the applicable conversion or exchange
period. We will include provisions as to whether conversion
or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the
number of our securities or the securities of a third party that
the holders of the series of debt securities receive upon
conversion or exchange would, under the circumstances
described in those provisions, be subject to adjustment, or
pursuant to which those holders would, under those circumstances,
receive other property upon conversion or exchange, for example in
the event of our merger or consolidation with another entity.
Consolidation, Merger or Sale
The description of the debt securities in the prospectus supplement
or the indentures may provide that we may not consolidate or
amalgamate with or merge into any person or convey, transfer or
lease our properties or assets as an entirety or substantially as
an entirety to any person, and we may not permit any person to
consolidate or amalgamate with or merge into us, or convey,
transfer or lease its properties and assets as an entirety or
substantially as an entirety to us, unless:
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· |
immediately after giving effect to the transaction, no event of
default, and no event which after notice or lapse of time or both
would become an event of default, will have occurred and be
continuing; and
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certain other conditions are
met. |
If the debt securities are convertible for our other securities,
the person with whom we consolidate or merge or to whom we sell all
of our property must make provisions for the conversion of the debt
securities into securities that the holders of the debt securities
would have received if they had converted the debt securities
before the consolidation, merger or sale.
Events of Default under the Indenture
Each of the following constitute reasonably standard events of
default that may be included in any finalized indenture or
prospectus supplement as constituting an event of default with
respect to any series of debt securities that we may issue:
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· |
if we fail to pay interest when due and payable and our failure
continues for 30 days and the time for payment has not been
extended or deferred;
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· |
if we fail to pay the principal, sinking fund payment or premium,
if any, when due and payable and the time for payment has not been
extended or delayed;
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if we fail to observe or perform any other covenant contained in
the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our
failure continues for 90 days after we receive notice from the
debenture trustee or holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the applicable
series;
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· |
if specified events of
bankruptcy, insolvency or reorganization occur; and |
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· |
any other event of default provided in or pursuant to the
applicable indenture or prospectus supplement with respect to the
debt securities of that series.
|
If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default in
the event of bankruptcy, insolvency or reorganization, the
debenture trustee or the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that series,
by notice to us in writing, and to the debenture trustee if notice
is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable
immediately. If an event of default due to bankruptcy,
insolvency or reorganization occurs with respect to us, the
principal amount of and accrued interest, if any, of each issue of
debt securities then outstanding shall be due and payable without
any notice or other action on the part of the debenture trustee or
any holder.
The
holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except
defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or
event of default in accordance with the indenture.
Subject
to the terms of the indentures, if an event of default under an
indenture shall occur and be continuing, the debenture trustee will
be under no obligation to exercise any of its rights or powers
under such indenture at the request or direction of any of the
holders of the applicable series of debt securities, unless such
holders have offered the debenture trustee reasonable
indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right
to direct the time, method and place of conducting any proceeding
for any remedy available to the debenture trustee, or exercising
any trust or power conferred on the debenture trustee, with respect
to the debt securities of that series, provided that:
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● |
the
direction so given by the holder is not in conflict with any law or
the applicable indenture; and |
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● |
subject
to its duties under the Trust Indenture Act of 1939, the debenture
trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not
involved in the proceeding. |
A
holder of the debt securities of any series will only have the
right to institute a proceeding under the indentures or to appoint
a receiver or trustee, or to seek other remedies if:
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● |
the
holder has given written notice to the debenture trustee of a
continuing event of default with respect to that
series; |
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● |
the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written
request, and such holders have offered reasonable indemnity to the
debenture trustee to institute the proceeding as trustee;
and |
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● |
the
debenture trustee does not institute the proceeding, and does not
receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other
conflicting directions within 90 days after the notice, request and
offer. |
These
limitations do not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the debenture trustee
regarding our compliance with specified covenants in the
indentures.
Modification
of Indenture; Waiver
We
and the debenture trustee may change an indenture without the
consent of any holders with respect to specific matters,
including:
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● |
to
fix any ambiguity, defect or inconsistency in the
indenture; |
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● |
to
comply with the provisions described above under “Consolidation,
Merger or Sale”; |
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● |
to
comply with any requirements of the SEC in connection with the
qualification of any indenture under the Trust Indenture Act of
1939; |
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● |
to
evidence and provide for the acceptance of appointment by a
successor trustee; |
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● |
to
provide for uncertificated debt securities and to make all
appropriate changes for such purpose; |
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● |
to
add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of
issuance, authorization and delivery of debt securities or any
series, as set forth in the indenture; |
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● |
to
provide for the issuance of and establish the form and terms and
conditions of the debt securities of any series as provided under
“General,” to establish the form of any certifications required to
be furnished pursuant to the terms of the indenture or any series
of debt securities, or to add to the rights of the holders of any
series of debt securities; |
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to
add to our covenants such new covenants, restrictions, conditions
or provisions for the protection of the holders, to make the
occurrence, or the occurrence and the continuance, of a default in
any such additional covenants, restrictions, conditions or
provisions an event of default, or to surrender any of our rights
or powers under the indenture; or |
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● |
to
change anything that does not materially adversely affect the
interests of any holder of debt securities of any
series. |
In
addition, under the indentures, the rights of holders of a series
of debt securities may be changed by us and the debenture trustee
with the written consent of the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of
each series that is affected. However, we and the debenture
trustee may only make the following changes with the consent of
each holder of any outstanding debt securities affected:
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● |
extending
the fixed maturity of the series of debt securities; |
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● |
reducing
the principal amount, reducing the rate of or extending the time of
payment of interest, or reducing any premium payable upon the
redemption of any debt securities; or |
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● |
reducing
the percentage of debt securities, the holders of which are
required to consent to any amendment, supplement, modification or
waiver. |
Discharge
Each
indenture will provide that we can elect to be discharged from our
obligations with respect to one or more series of debt securities,
except for obligations to:
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● |
register
the transfer or exchange of debt securities of the
series; |
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● |
replace
stolen, lost or mutilated debt securities of the
series; |
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● |
maintain
paying agencies; |
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● |
hold
monies for payment in trust; |
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● |
recover
excess money held by the debenture trustee; |
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● |
compensate
and indemnify the debenture trustee; and |
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appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with
the debenture trustee money or government obligations sufficient to
pay all the principal of, any premium, if any, and interest on, the
debt securities of the series on the dates payments are
due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in
the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indenture will provide
that we may issue debt securities of a series in temporary or
permanent global form and as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company, New
York, New York, known as DTC, or another depositary named by
us and identified in a prospectus supplement with respect to that
series. See “Legal Ownership of Securities” for a further
description of the terms relating to any book-entry
securities.
At
the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in
the applicable prospectus supplement, the holder of the debt
securities of any series can exchange the debt securities for other
debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to
global securities set forth in the applicable prospectus
supplement, holders of the debt securities may present the debt
securities for exchange or for registration of transfer, duly
endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise
provided in the debt securities that the holder presents for
transfer or exchange, we will make no service charge for any
registration of transfer or exchange, but we may require payment of
any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt
securities. We may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in
each place of payment for the debt securities of each
series.
If we
elect to redeem the debt securities of any series, we will not be
required to:
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● |
issue,
register the transfer of, or exchange any debt securities of any
series being redeemed in part during a period beginning at the
opening of business 15 days before the day of mailing of a notice
of redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the
mailing; or |
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register
the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part. |
Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance
of an event of default under an indenture, will undertake to
perform only those duties as are specifically set forth in the
applicable indenture. Upon an event of default under an
indenture, the debenture trustee must use the same degree of care
as a prudent person would exercise or use in the conduct of his or
her own affairs. Subject to this provision, the debenture
trustee is under no obligation to exercise any of the powers given
it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might
incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we
will make payment of the interest on any debt securities on any
interest payment date to the person in whose name the debt
securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the
interest.
We
will pay principal of and any premium and interest on the debt
securities of a particular series at the office of the paying
agents designated by us, except that, unless we otherwise indicate
in the applicable prospectus supplement, we may make interest
payments by check which we will mail to the holder or by wire
transfer to certain holders. Unless we otherwise indicate in
a prospectus supplement, we will designate the corporate office of
the debenture trustee in the City of Dallas, Texas as our sole
paying agent for payments with respect to debt securities of each
series. We will name in the applicable prospectus supplement
any other paying agents that we initially designate for the debt
securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a
particular series.
All
money we pay to a paying agent or the debenture trustee for the
payment of the principal of or any premium or interest on any debt
securities which remains unclaimed at the end of two years after
such principal, premium or interest has become due and payable will
be repaid to us, and the holder of the debt security thereafter may
look only to us for payment thereof.
Subordination
of Subordinated Debt Securities
The
subordinated debt securities will be subordinate and junior in
priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement. The indentures
will not limit the amount of indebtedness which we may incur,
including senior indebtedness or subordinated indebtedness, and
will not limit us from issuing any other debt, including secured
debt or unsecured debt.
DESCRIPTION OF
WARRANTS
The
following description, together with the additional information we
may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the warrants that we may offer
under this prospectus. While the terms we have summarized below
will apply generally to any warrants that we may offer under this
prospectus, we will describe the particular terms of any series of
warrants in more detail in the applicable prospectus supplement.
The terms of any warrants offered under a prospectus
supplement may differ from the terms described below. However, no
prospectus supplement will fundamentally change the terms that are
set forth in this prospectus or offer a security that is not
registered and described in this prospectus at the time of its
effectiveness.
We
will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from a
Current Report on Form 8-K that we file with the SEC, the form of
warrant agreement, including a form of warrant certificate, that
describes the terms of the particular series of warrants we are
offering before the issuance of the related series of warrants. The
following summaries of material provisions of the warrants and the
warrant agreements are subject to, and qualified in their entirety
by reference to, all the provisions of the warrant agreement and
warrant certificate applicable to a particular series of warrants.
We urge you to read the applicable prospectus supplements related
to the particular series of warrants that we sell under this
prospectus, as well as the complete warrant agreements and warrant
certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms
relating to a series of warrants, including:
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● |
the
offering price and aggregate number of warrants
offered; |
|
● |
the
currency for which the warrants may be purchased; |
|
● |
if
applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each
such security or each principal amount of such
security; |
|
● |
if
applicable, the date on and after which the warrants and the
related securities will be separately transferable; |
|
● |
in
the case of warrants to purchase debt securities, the principal
amount of debt securities purchasable upon exercise of one warrant
and the price at which, and currency in which, this principal
amount of debt securities may be purchased upon such
exercise; |
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● |
in
the case of warrants to purchase common stock, the number of shares
of common stock may be, purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon
such exercise; |
|
● |
the
effect of any merger, consolidation, sale or other disposition of
our business on the warrant agreements and the
warrants; |
|
● |
the
terms of any rights to redeem or call the warrants; |
|
● |
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
warrants; |
|
● |
the
dates on which the right to exercise the warrants will commence and
expire; |
|
● |
the
manner in which the warrant agreements and warrants may be
modified; |
|
● |
federal
income tax consequences of holding or exercising the
warrants; |
|
● |
the
terms of the securities issuable upon exercise of the warrants;
and |
|
● |
any
other specific terms, preferences, rights or limitations of or
restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such
exercise, including:
|
● |
in
the case of warrants to purchase debt securities, the right to
receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce
covenants in the applicable indenture; and |
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● |
in
the case of warrants to purchase common stock, the rights of common
stock holders such as, but not limited to, the right to participate
in voting on shareholder and/or company matters. |
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we
specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement.
Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we
set forth in the applicable prospectus supplement. After the close
of business on the expiration date, unexercised warrants will
become void.
Holders
of the warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the
warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth on the reverse
side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be
required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Enforceability
of Rights by Holders of Warrants
Each
warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any
warrant. A single bank or trust company may act as warrant
agent for more than one issue of warrants. A warrant agent
will have no duty or responsibility in case of any default by us
under the applicable warrant agreement or warrant, including any
duty or responsibility to initiate any proceedings at law or
otherwise, or to make any demand upon us. Any holder of a
warrant may, without the consent of the related warrant agent or
the holder of any other warrant, enforce by appropriate legal
action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants.
DESCRIPTION OF
UNITS
The
following description, together with the additional information we
may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the units that we may offer
under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this
prospectus, we will describe the particular terms of any series of
units in more detail in the applicable prospectus supplement. The
terms of any units offered under a prospectus supplement may differ
from the terms described below. However, no prospectus supplement
will fundamentally change the terms that are set forth in this
prospectus or offer a security that is not registered and described
in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from a
Current Report on Form 8-K that we file with the SEC, the form of
unit agreement that describes the terms of the series of units we
are offering, and any supplemental agreements, before the issuance
of the related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified in
their entirety by reference to, all the provisions of the unit
agreement and any supplemental agreements applicable to a
particular series of units. We urge you to read the applicable
prospectus supplements related to the particular series of units
that we sell under this prospectus, as well as the complete unit
agreement and any supplemental agreements that contain the terms of
the units.
General
We
may issue units comprised of one or more debt securities, shares of
common stock and warrants in any combination. Each unit will be
issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified
date.
We
will describe in the applicable prospectus supplement the terms of
the series of units, including:
|
● |
the designation and terms of the
units and of the securities comprising the units, including whether
and under what circumstances those securities may be held or
transferred separately; |
|
● |
any provisions of the governing
unit agreement that differ from those described below; and |
|
● |
any provisions for the issuance,
payment, settlement, transfer or exchange of the units or of the
securities comprising the units. |
The
provisions described in this section, as well as those described
under “Description of Capital Stock,” “Description of Debt
Securities” and “Description of Warrants” will apply to each unit
and to any common stock, debt security or warrant included in each
unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as
we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit
agreement and will not assume any obligation or relationship of
agency or trust with any holder of any unit. A single bank or trust
company may act as unit agent for more than one series of units. A
unit agent will have no duty or responsibility in case of any
default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a
unit may, without the consent of the related unit agent or the
holder of any other unit, enforce by appropriate legal action its
rights as holder under any security included in the
unit.
Title
We,
the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person
entitled to exercise the rights attaching to the units so
requested, despite any notice to the contrary. See “Legal Ownership
of Securities.”
LEGAL OWNERSHIP OF
SECURITIES
We
can issue securities in registered form or in the form of one or
more global securities. We describe global securities in
greater detail below. We refer to those persons who have
securities registered in their own names on the books that we or
any applicable trustee or depositary or warrant agent maintain for
this purpose as the “holders” of those securities. These
persons are the legal holders of the securities. We refer to
those persons who, indirectly through others, own beneficial
interests in securities that are not registered in their own names,
as “indirect holders” of those securities. As we discuss
below, indirect holders are not legal holders, and investors in
securities issued in book-entry form or in street name will be
indirect holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in
the applicable prospectus supplement. This means securities
may be represented by one or more global securities registered in
the name of a financial institution that holds them as depositary
on behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating
institutions, which are referred to as participants, in turn,
hold beneficial interests in the securities on behalf of themselves
or their customers.
Only
the person in whose name a security is registered is recognized as
the holder of that security. Global securities will be
registered in the name of the depositary. Consequently, for
global securities, we will recognize only the depositary as the
holder of the securities, and we will make all payments on the
securities to the depositary. The depositary passes along the
payments it receives to its participants, which in turn pass the
payments along to their customers who are the beneficial
owners. The depositary and its participants do so under
agreements they have made with one another or with their customers;
they are not obligated to do so under the terms of the
securities.
As a
result, investors in a global security will not own securities
directly. Instead, they will own beneficial interests in a
global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system
or holds an interest through a participant. As long as the
securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.
Street
Name Holders
We
may terminate global securities or issue securities that are not
issued in global form. In these cases, investors may choose
to hold their securities in their own names or in “street name.”
Securities held by an investor in street name would be registered
in the name of a bank, broker or other financial institution that
the investor chooses, and the investor would hold only a beneficial
interest in those securities through an account he or she maintains
at that institution.
For
securities held in street name, we or any applicable trustee or
depositary will recognize only the intermediary banks, brokers and
other financial institutions in whose names the securities are
registered as the holders of those securities, and we or any such
trustee or depositary will make all payments on those securities to
them. These institutions pass along the payments they receive
to their customers who are the beneficial owners, but only because
they agree to do so in their customer agreements or because they
are legally required to do so. Investors who hold securities
in street name will be indirect holders, not holders, of those
securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee
or third party employed by us or a trustee, run only to the legal
holders of the securities. We do not have obligations to
investors who hold beneficial interests in global securities, in
street name or by any other indirect means. This will be the
case whether an investor chooses to be an indirect holder of a
security or has no choice because we are issuing the securities
only in global form.
For
example, once we make a payment or give a notice to the holder, we
have no further responsibility for the payment or notice even if
that holder is required, under agreements with its participants or
customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval
of the holders to amend an indenture, to relieve us of the
consequences of a default or of our obligation to comply with a
particular provision of an indenture, or for other purposes.
In such an event, we would seek approval only from the holders, and
not the indirect holders, of the securities. Whether and how
the holders contact the indirect holders is up to the
holders.
Special
Considerations for Indirect Holders
If
you hold securities through a bank, broker or other financial
institution, either in book-entry form because the securities are
represented by one or more global securities or in street name, you
should check with your own institution to find out:
|
● |
how
it handles securities payments and notices; |
|
● |
whether
it imposes fees or charges; |
|
● |
how
it would handle a request for the holders’ consent, if ever
required; |
|
● |
whether and how you can instruct it
to send you securities registered in your own name so you can be a
holder, if that is permitted in the future; |
|
● |
how it would exercise rights under
the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
|
● |
if the securities are in book-entry
form, how the depositary’s rules and procedures will affect these
matters. |
Global
Securities
A
global security is a security that represents one or any other
number of individual securities held by a depositary.
Generally, all securities represented by the same global securities
will have the same terms.
Each
security issued in book-entry form will be represented by a global
security that we issue to, deposit with and register in the name of
a financial institution or its nominee that we select. The
financial institution that we select for this purpose is called the
depositary. Unless we specify otherwise in the applicable
prospectus supplement, The Depository Trust Company, New York, New
York, known as DTC, will be the depositary for all securities
issued in book-entry form.
A
global security may not be transferred to or registered in the name
of anyone other than the depositary, its nominee or a successor
depositary, unless special termination situations arise. We
describe those situations below under “Special Situations When a
Global Security Will Be Terminated.” As a result of these
arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all securities represented by a
global security, and investors will be permitted to own only
beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank
or other financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an
investor whose security is represented by a global security will
not be a holder of the security, but only an indirect holder of a
beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that
the security will be issued as a global security, then the security
will be represented by a global security at all times unless and
until the global security is terminated. If termination
occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held
through any book-entry clearing system.
Special
Considerations For Global Securities
As an
indirect holder, an investor’s rights relating to a global security
will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating
to securities transfers. We do not recognize an indirect
holder as a holder of securities and instead deal only with
the depositary that holds the global security.
If
securities are issued only as global securities, an investor should
be aware of the following:
|
● |
an investor cannot cause the
securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities,
except in the special situations we describe below; |
|
● |
an investor will be an indirect
holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights
relating to the securities, as we describe above; |
|
● |
an investor may not be able to sell
interests in the securities to some insurance companies and to
other institutions that are required by law to own their securities
in non-book-entry form; |
|
● |
an investor may not be able to
pledge his or her interest in the global security in circumstances
where certificates representing the securities must be delivered to
the lender or other beneficiary of the pledge in order for the
pledge to be effective; |
|
● |
the depositary’s policies, which
may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in
the global security. We and any applicable trustee have no
responsibility for any aspect of the depositary’s actions or for
its records of ownership interests in the global security. We
and the trustee also do not supervise the depositary in any
way; |
|
● |
the depositary may, and we
understand that DTC will, require that those who purchase and sell
interests in the global security within its book-entry system use
immediately available funds, and your broker or bank may require
you to do so as well; and |
|
● |
financial institutions that
participate in the depositary’s book-entry system, and through
which an investor holds its interest in the global security, may
also have their own policies affecting payments, notices and other
matters relating to the securities. There may be more than
one financial intermediary in the chain of ownership for an
investor. We do not monitor and are not responsible for the
actions of any of those intermediaries. |
Special
Situations When A Global Security Will Be Terminated
In a
few special situations described below, a global security will
terminate and interests in it will be exchanged for physical
certificates representing those interests. After that
exchange, the choice of whether to hold securities directly or in
street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their
interests in securities transferred to their own names, so that
they will be direct holders. We have described the rights of
holders and street name investors above.
A
global security will terminate when the following special
situations occur:
|
● |
if the depositary notifies us that
it is unwilling, unable or no longer qualified to continue as
depositary for that global security and we do not appoint another
institution to act as depositary within 90 days; |
|
● |
if we notify any applicable trustee
that we wish to terminate that global security; or |
|
● |
if an event of default has occurred
with regard to securities represented by that global security and
has not been cured or waived. |
The
prospectus supplement may also list additional situations for
terminating a global security that would apply only to the
particular series of securities covered by the prospectus
supplement. When a global security terminates, the
depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial
direct holders.
PLAN OF
DISTRIBUTION
We
may sell the securities to or through underwriters or dealers,
through agents, or directly to one or more purchasers. A
prospectus supplement or supplements will describe the terms of the
offering of the securities, including, to the extent
applicable:
|
● |
the
name or names of any underwriters or agents; |
|
● |
the
purchase price of the securities and the proceeds we will receive
from the sale; |
|
● |
any
over-allotment options under which underwriters may purchase
additional securities from us; |
|
● |
any
agency fees or underwriting discounts and other items constituting
agents’ or underwriters’ compensation; |
|
● |
any
public offering price; |
|
● |
any
discounts or concessions allowed or re-allowed or paid to dealers;
and |
|
● |
any
securities exchange or market on which the securities may be
listed. |
We
may distribute the securities from time to time in one or more
transactions at:
|
● |
fixed
price or prices, which may be changed from time to
time; |
|
● |
market prices prevailing at the time of sale; |
|
● |
prices related to such prevailing market prices; or |
Underwriters
If we
use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may
resell the securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of
the underwriters to purchase the securities will be subject to the
conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the
underwriters will be obligated to purchase all the securities of
the series offered if they purchase any of the securities of that
series. We may change from time to time any public offering price
and any discounts or concessions the underwriters allow or pay to
dealers. We may use underwriters with whom we have a material
relationship. We will describe the nature of any such relationship
in any applicable prospectus supplement naming any such
underwriter. Only underwriters we name in the prospectus supplement
are underwriters of the securities offered by the prospectus
supplement.
We
may provide agents and underwriters with indemnification against
civil liabilities related to offerings under this prospectus,
including liabilities under the Securities Act, or contribution
with respect to payments that the agents or underwriters may make
with respect to these liabilities.
Agents
We
may designate agents who agree to use their reasonable efforts to
solicit purchases of our securities for the period of their
appointment or to sell our securities on a continuing basis. We
will name any agent involved in the offering and sale of securities
and we will describe any commissions we will pay the agent in the
applicable prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain
types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay
for solicitation of these contracts in the prospectus
supplement.
We
may provide agents and underwriters with indemnification against
civil liabilities related to this offering, including liabilities
under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these
liabilities. Agents and underwriters may engage in
transactions with, or perform services for, us in the ordinary
course of business.
Direct
Sales
We
may also sell securities directly to one or more purchasers without
using underwriters or agents. We intend to offer securities direct
to investors through our Dividend Reinvestment and Common Stock
Purchase Plan.
Trading
Markets and Listing of Securities
Unless
otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no
established trading market, other than our common stock, which is
currently listed on the OTCQX. We may elect to list our common
stock or any other class or series of securities on any exchange or
market, but we are not obligated to do so. It is possible that one
or more underwriters may make a market in a class or series of
securities, but the underwriters will not be obligated to do
so and may discontinue any market making at any time without
notice. We cannot give any assurance as to the liquidity of the
trading market for any of the securities.
Stabilization
Activities
Any
underwriter may engage in overallotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Overallotment involves
sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of
the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
covering transaction to cover short positions. Those activities may
cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of
these activities at any time.
LEGAL MATTERS
The
validity of the securities being offered by this prospectus will be
passed upon for us by Aboudi Legal Group PLLC. If the validity of
any securities is also passed upon by counsel for any underwriters,
dealers or agents, that counsel will be named in the prospectus
supplement relating to that specific offering.
EXPERTS
The
audited financial statements of Zion Oil & Gas, Inc. as of
December 31, 2020 and December 31, 2019 and management’s assessment
of the effectiveness of internal control over financial reporting
as of December 31, 2020 and December 31, 2019 have been
incorporated by reference herein in reliance upon the reports of
RBSM LLP, an independent registered public accounting
firm.
WHERE YOU CAN FIND MORE
INFORMATION
We
are subject to the reporting requirements of the Exchange Act and
file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. You can
request copies of these documents by writing to the SEC and paying
a fee for the copying cost. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. The SEC also
maintains an Internet site that contains reports, proxy statements
and other information about issuers, like us, who file
electronically with the SEC. The address of the SEC’s web site is
http://www.sec.gov. Our
common stock is listed for trading on the OTCQX under the symbol
“ZNOG” and our warrant is listed for trading on the OTCQX under the
symbol “ZNOGW”
We
have filed a registration statement converting a Form S-1 into a
Form S-3 with the SEC to register the securities that may be
offered pursuant to this prospectus. This prospectus is part of
that registration statement and, as permitted by the SEC’s rules,
does not contain all of the information included in the
registration statement. For further information about us, this
offering and our common stock, you may refer to the registration
statement and its exhibits and schedules as well as the documents
described herein or incorporated herein by reference. You can
review and copy these documents, without charge, at the public
reference facilities maintained by the SEC or on the SEC’s website
as described above or you may obtain a copy from the SEC upon
payment of the fees prescribed by the SEC.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
As a
Smaller Reporting Company, the SEC allows us to “incorporate by
reference” the information we file with them, which means that we
can disclose important information to you by referring you to those
documents. The information we incorporate by reference is
considered to be an important part of this prospectus, and
information that we file with the SEC at a later date will
automatically add to, update or supersede this
information.
We
incorporate by reference into this prospectus the documents listed
below:
|
● |
our annual report on
Form 10-K for the year ended December 31, 2020 filed on March
24, 2021; |
|
● |
the
description of our common stock in our registration statement on
Form 8-A filed with the SEC on December 29, 2006, including any
amendments or reports filed for the purpose of updating such
description; and |
|
● |
all
future filings that we make with the SEC under Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of filing of
the registration statement on Form S-1 of which this prospectus is
a part and prior to the termination or completion of any offering
of securities under this prospectus and all applicable prospectus
supplements (except, in each case, for information contained in any
such filing that is furnished and not “filed” under the Exchange
Act), which filings will be deemed to be incorporated by reference
in this prospectus, as supplemented by the applicable prospectus
supplement, and to be a part hereof from the respective dates of
such filings. |
We
will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the
information that is incorporated by reference in this prospectus.
Requests for such documents should be directed to: Shareholder
Relations, Zion Oil & Gas, Inc., 12655 North Central
Expressway, Suite 1000, Dallas, TX 75243.
This
prospectus is part of a registration statement on Form S-3 that we
filed with the SEC. That registration statement contains more
information than this prospectus regarding us and our common stock,
including certain exhibits and schedules. You can obtain a copy of
the registration statement from the SEC at the address listed above
or from the SEC’s Internet website.
You
should rely only on the information provided in and incorporated by
reference into this prospectus or any prospectus supplement. We
have not authorized anyone else to provide you with different
information. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date
other than the date on the front cover of these
documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses to be paid by
us in connection with the offerings described in this Registration
Statement. All amounts are estimates, except for the SEC
registration fee.
SEC registration fee |
|
$ |
27,810.00 |
|
Transfer agent’s and trustee’s fees
and expenses |
|
|
|
* |
|
|
Printing and engraving expenses |
|
|
|
* |
|
|
Accounting fees and expenses |
|
|
|
* |
|
|
Legal fees and expenses |
|
|
|
* |
|
|
Miscellaneous
expenses |
|
|
|
* |
|
|
Total |
|
$ |
27,810.00 |
* |
|
* |
These
fees and expenses will be determined based on the amount and type
of securities that may be issued from time to time under this
Registration Statement. |
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law and our
certificate of incorporation and bylaws contain provisions for
indemnification of our officers and directors, and under certain
circumstances, our employees and other persons. Our bylaws require
us to indemnify such persons to the fullest extent permitted by
Delaware law. Each such person will be indemnified in any
proceeding if such person acted in good faith and in a manner that
such person reasonably believed to be in, or not opposed to, our
best interests. The indemnification would cover expenses, including
attorney’s fees, judgments, fines and amounts paid in settlement.
Our bylaws also provide that we may purchase and maintain insurance
on behalf of any of our present or past directors or officers
insuring against any liability asserted against such person
incurred in their capacity as a director or officer or arising out
of such status, whether or not we would have the power to indemnify
such person.
We have no other indemnification provisions in our certificate of
incorporation, bylaws or otherwise specifically providing for
indemnification of directors, officers and controlling persons
against liability under the Securities Act.
Item 16. Exhibits.
See the Exhibit Index on page II-5, which is incorporated into this
registration statement by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that the undertakings set forth in
paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the
registration statement is on Form S-3 or Form F-3 or a Form S-1 for
a Smaller Reporting Company and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is a part of the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424; (ii) any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; (iii)
the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and (iv) any other communication that is an
offer in the offering made by the undersigned registrant to the
purchaser.
(6) That: (i) for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of the registration statement in reliance
upon Rule 430A and contained in the form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective;
and (ii) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide
offering thereof.
(8) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section
310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the
Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on December 1, 2021.
|
ZION
OIL & GAS, INC. |
|
|
|
|
By: |
/s/
Robert Dunn |
|
|
Name: |
Robert
Dunn |
|
|
Title: |
Chief
Executive Officer |
|
|
|
(Principal
Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated:
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ John M. Brown |
|
Executive
Chairman of the Board of Directors, |
|
December
1, 2021 |
John M. Brown |
|
|
|
|
|
|
|
|
|
/s/ William
H. Avery |
|
President,
General Counsel, Director |
|
December
1, 2021 |
William
H. Avery |
|
|
|
|
|
|
|
|
|
/s/ Robert
Dunn |
|
Chief Executive
Officer |
|
December
1, 2021 |
Robert
Dunn |
|
|
|
|
|
|
|
|
|
/s/
Michael B. Croswell Jr. |
|
Chief
Financial Officer, Principal Financial Officer and |
|
December
1, 2021 |
Michael
B. Croswell Jr. |
|
Accounting
Officer |
|
|
|
|
|
|
|
/s/ Paul Oroian |
|
Director |
|
December
1, 2021 |
Paul Oroian |
|
|
|
|
|
|
|
|
|
/s/ Jeffery
Moskowitz |
|
Director |
|
December
1, 2021 |
Jeffery
Moskowitz |
|
|
|
|
|
|
|
|
|
/s/ Sarah
Caygill |
|
Director |
|
December
1, 2021 |
Sarah
Caygill |
|
|
|
|
|
|
|
|
|
/s/
Kent Siegel |
|
Director |
|
December
1, 2021 |
Kent
Siegel |
|
|
|
|
|
|
|
|
|
/s/ Gene
Scammahorn |
|
Director |
|
December
1, 2021 |
Gene
Scammahorn |
|
|
|
|
|
|
|
|
|
/s/
John Seery |
|
Director |
|
December
1, 2021 |
John
Seery |
|
|
|
|
|
|
|
|
|
/s/
Virginia Prodan |
|
Director |
|
December
1, 2021 |
Virginia
Prodan |
|
|
|
|
|
|
|
|
|
/s/ Martin
M. van Brauman |
|
Director,
EVP, Secretary, Treasurer |
|
December
1, 2021 |
Martin
M. van Brauman |
|
|
|
|
|
|
|
|
|
/s/ Lee
Russell |
|
Director |
|
December
1, 2021 |
Lee
Russell |
|
|
|
|
|
|
|
|
|
/s/
Amotz Agnon |
|
Director |
|
December
1, 2021 |
Amotz
Agnon |
|
|
|
|
|
|
|
|
|
/s/
Brad Dacus |
|
Director |
|
December
1, 2021 |
Brad
Dacus |
|
|
|
|
EXHIBIT INDEX
Exhibit
Number |
|
Description |
|
|
|
1.1 |
|
Form
of Underwriting Agreement (1) |
|
|
|
3.1-I |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
(incorporated herein by reference to the Company’s Quarterly Report
on Form 10-Q, for the quarter ended June 30, 2011, filed with the
SEC on August 9, 2011, Exhibit 3.1 and to the Company’s Form 8-K,
filed with the SEC on June 11, 2015, Exhibit
3(i).1.) |
|
|
|
3.2 |
|
Amended
and Restated Bylaws of Zion Oil & Gas, Inc. (incorporated
herein by reference to Exhibit 3(i).1 to the Company’s Form 8-K
filed with the SEC on December 21, 2017) |
|
|
|
4.1 |
|
Specimen
Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 as
filed with the SEC on January 25, 2006) |
|
|
|
4.2 |
|
Form
of Indenture for Debt Securities |
|
|
|
4.3 |
|
Form
of Notes (1) |
|
|
|
4.4 |
|
Form
of Warrant (1) |
|
|
|
4.5 |
|
Form
of Unit Agreement (1) |
|
|
|
5.1 |
|
Opinion
of Aboudi Legal Group PLLC * |
|
|
|
23.1 |
|
Consent
of Aboudi Legal Group PLLC (included in Exhibit
5.1). |
|
|
|
23.2 |
|
Consent
of RBSM, LLP |
|
|
|
25.1 |
|
Form
T-1 Statement of Eligibility of Trustee for Indenture under the
Trust Indenture Act of 1939 (1) |
(1) |
To
the extent applicable, to be filed by an amendment to this
registration statement or as an exhibit to a report pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act. |
|
|
* |
Filed
herewith. |
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