Current Report Filing (8-k)
March 22 2022 - 4:31PM
Edgar (US Regulatory)
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2022-03-21
2022-03-21
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xbrli:shares
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
March
21, 2022
Date
of Report (Date of earliest event reported)
Zion
Oil & Gas, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-33228 |
|
20-0065053 |
(Commission File Number) |
|
(IRS Employer Identification
No.) |
12655
North Central Expressway, Suite 1000, Dallas, TX 75243
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: 214-221-4610
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
|
|
|
|
Item 3.03
Material Modification to Rights of Security Holders.
On
March 21, 2022, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to certain Warrant Agent Agreements (the “Agreements”)
between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at
6201 15th Avenue, Brooklyn, NY 11219 (“AST”). The Company has implemented Agreements with AST as the Company’s
Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated January 15, 2021 for the Warrant ZNWAM, under
a Warrant Agent Agreement dated June 3, 2021 for the Warrant ZNWAP and under the Warrant Agent Agreement dated June 22, 2021 for the
warrant ZNWAR.
The
Warrant ZNWAM has an expiration date of July 15, 2022, Warrant ZNWAP has an expiration date of June 3, 2022 and the Warrant ZNWAR has
an expiration date of June 23, 2022.
Pursuant
to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion extended the duration of the above Warrants by delaying
the Expiration Dates and such extension shall be identical in duration among all of the Warrants. The Company is extending the duration
of the Warrant ZNWAM by one (1) year from the expiration date of July 15, 2022 to July 15, 2023. The Company is extending the duration
of the Warrant ZNWAP by one (1) year from the expiration date of June 3, 2022 to June 3, 2023. The Company is extending the duration
of the Warrant ZNWAR by one (1) year from the expiration date of June 23, 2022 to June 23, 2023.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
|
Zion Oil & Gas, Inc. |
|
|
Date: March 22,
2022 |
By: |
/s/
Robert W. A. Dunn |
|
|
Robert W. A. Dunn |
|
|
Chief Executive Officer |
2
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