As filed with the Securities and Exchange Commission on December
10, 2021
Registration No. 333-261452
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
amendment No. 1 to 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 |
|
$ |
401,079,888 |
|
|
$ |
27,810.00 |
|
Debt Securities |
|
|
- |
|
|
|
- |
|
Warrants |
|
|
- |
|
|
|
- |
|
Units |
|
|
- |
|
|
|
- |
|
Total |
|
$ |
401,079,888 |
|
|
$ |
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 amount of the
registration fee paid on Form S-1 filed November 27, 2019 and
effective December 9, 2019 was $12,980.00 to cover the offering
amount of $101,079,888 under note (1). |
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. This Amendment No. 1 does
not modify any provision of the prospectus that forms a part of the
Registration Statement and accordingly such prospectus has not been
included herein.
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 10, 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
10, 2021 |
John M. Brown |
|
|
|
|
|
|
|
|
|
/s/ William
H. Avery |
|
President,
General Counsel, Director |
|
December
10, 2021 |
William
H. Avery |
|
|
|
|
|
|
|
|
|
/s/ Robert
Dunn |
|
Chief Executive
Officer |
|
December
10, 2021 |
Robert
Dunn |
|
|
|
|
|
|
|
|
|
/s/
Michael B. Croswell Jr. |
|
Chief
Financial Officer, Principal Financial Officer and |
|
December
10, 2021 |
Michael
B. Croswell Jr. |
|
Accounting
Officer |
|
|
|
|
|
|
|
/s/ Paul Oroian |
|
Director |
|
December
10, 2021 |
Paul Oroian |
|
|
|
|
|
|
|
|
|
/s/ Jeffery
Moskowitz |
|
Director |
|
December
10, 2021 |
Jeffery
Moskowitz |
|
|
|
|
|
|
|
|
|
/s/ Sarah
Caygill |
|
Director |
|
December
10, 2021 |
Sarah
Caygill |
|
|
|
|
|
|
|
|
|
/s/
Kent Siegel |
|
Director |
|
December
10, 2021 |
Kent
Siegel |
|
|
|
|
|
|
|
|
|
/s/ Gene
Scammahorn |
|
Director |
|
December
10, 2021 |
Gene
Scammahorn |
|
|
|
|
|
|
|
|
|
/s/
John Seery |
|
Director |
|
December
10, 2021 |
John
Seery |
|
|
|
|
|
|
|
|
|
/s/
Virginia Prodan |
|
Director |
|
December
10, 2021 |
Virginia
Prodan |
|
|
|
|
|
|
|
|
|
/s/ Martin
M. van Brauman |
|
Director,
EVP, Secretary, Treasurer |
|
December
10, 2021 |
Martin
M. van Brauman |
|
|
|
|
|
|
|
|
|
/s/ Lee
Russell |
|
Director |
|
December
10, 2021 |
Lee
Russell |
|
|
|
|
|
|
|
|
|
/s/
Amotz Agnon |
|
Director |
|
December
10, 2021 |
Amotz
Agnon |
|
|
|
|
|
|
|
|
|
/s/
Brad Dacus |
|
Director |
|
December
10, 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. |
II-5
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