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
January 14, 2016
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.) |
6510 Abrams Road, Suite 300, Dallas, TX 75231
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 214-221-4610
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 8.01 Other Events.
On October 21, 2015, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the Prospectus Supplement dated as of October 21, 2015 (the “Original Prospectus Supplement”). The Original Prospectus Supplement forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-193336), as amended, which was declared effective by the SEC on March 27, 2014 (the “Registration Statement”), along with the base prospectus and Exhibit 4.2, the Original Indenture.
Extension of Subscription Rights Offering
Under the Original Prospectus Supplement, the subscription rights are to expire by 5:00 p.m., Eastern Standard Time, on January 15, 2016. Effective January 14, 2016, the Company has decided to extend the offering of its 10% senior convertible bonds to March 31, 2016. Accordingly, the issuance date of the senior convertible bonds, which is the 31st day following the extended termination date of the subscription rights offering, is extended from February 15, 2016 to May 2, 2016.
Amendment to Supplemental Indenture
Effective October 21, 2015, the Company executed a Supplemental Indenture, as Issuer, with the American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”), located at 6201 15th Avenue, Brooklyn, NY 11219, as the trustee, paying agent and registrar, relating to the issuance by the Company of its 10% Convertible Senior Note due 2021 (the “Notes”).
Effective January 14, 2016, the Company executed an Amendment No. 1 to the Supplemental Indenture, dated October 21, 2015, that extended the issuance date of the senior convertible bonds from February 15, 2016 to May 2, 2016. The maturity date of the convertible bonds is extended from February 15, 2021 to May 2, 2021. The bonds will bear interest from the new date of issuance, May 2, 2016, and payable on May 2nd of each year, beginning on May 2, 2017. The “regular record date” for interest payments shall continue to be 10 business days prior to the payment date. The convertible bonds continue to be redeemable at any time after the second anniversary of their issuance date. The convertible bonds continue to be convertible at any time prior to the close of business on the business day immediately prior to the 30 day period preceding the maturity date.
The Company is filing the items included in Exhibits 4.1 and 4.2 to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits to the Registration Statement for the Prospectus Supplement and the Supplemental Indenture under Annex B. The Exhibits 4.1 an d 4.2 to this Current Report on Form 8-K are amendments to the Exhibits 4.1 and 4.2 in the Current Report on Form 8-K filed as filed with the SEC on October 21, 2015.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 4.1 - Amendment to Supplemental Indenture |
| Exhibit 4.2 – Amended Global Note (incorporated by reference to the Amendment to the Company’s Supplemental Indenture in Exhibit 4.1) |
| Exhibit 99.1 – Press release dated January 14, 2016 |
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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 and Gas, Inc. | ||
| Date: January 14, 2016 | By: | /s/ Victor G. Carrillo |
| Victor G. Carrillo | ||
| Chief Executive Officer | ||
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Exhibit 4.1
ZION OIL & GAS, INC.
as Issuer
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as Trustee
AMENDMENT No. 1 TO SUPPLEMENTAL INDENTURE
Dated as of January 14, 2016
$72,000,000
10% Convertible Senior Note due 2021
AMENDMENT No. 1 to the SUPPLEMENTAL INDENTURE, dated as of January 14, 2016, between Zion Oil & Gas, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”) under the Indenture and the Supplemental Indenture, dated as of October 21, 2015, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture” and “Supplemental Indenture”).
RECITALS OF THE COMPANY
WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to amend the Supplemental Indenture, dated October 21, 2015;
WHEREAS, the Company desires to extend to March 31, 2016 the offering of its “10% Convertible Senior Notes due 2021” (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Original Indenture, the Supplemental Indenture and this Amendment No. 1 to the Supplemental Indenture;
WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note and the Form of Notice of Conversion, Form of Fundamental Change Purchase Notice and Form of Assignment and Transfer contemplated under the terms of the Notes are to be substantially in the forms hereinafter provided and with dates extended as provided in this Amendment; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Amendment to the Supplemental Indenture, and all requirements necessary to make (i) this Amendment to the Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Amendment No. 1 and the Supplemental Indenture have been duly authorized in all respects.
NOW, THEREFORE, THIS AMENDMENT TO THE SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:
This Amendment No. 1 to the Supplemental Indenture amends the Supplemental Indenture dated October 21, 2015 (“Original Supplement Indenture”). This Amendment No. 1 to the Supplemental Indenture should be read in conjunction with the base Indenture effective March 27, 2014. This Amendment No. 1 is incorporated by reference into the Original Supplemental Indenture. This Amendment No. 1 is not complete without except in connection with, the Supplemental Indenture, including any amendments or supplements thereto.
Extension of Issuance Date, Maturity Date and Interest Payment Date
The Company desires to extend the offering of the senior convertible bonds to March 31, 2016. Accordingly, the issuance date of the senior convertible bonds is extended from February 15, 2016 to May 2, 2016. The maturity date of the convertible bonds is extended from February 15, 2021 to May 2, 2021. The bonds will bear interest from the new date of issuance, May 2, 2016, and payable on May 2nd of each year, beginning on May 2, 2017. The “regular record date” for interest payments shall continue to be 10 business days prior to the payment date. The convertible bonds continue to be redeemable at any time after the second anniversary of their issuance date. The convertible bonds continue to be convertible at any time prior to the close of business on the business day immediately prior to the 30 day period preceding the maturity date.
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Accordingly, all references in the Supplemental Indenture, and all Exhibits thereto, are hereby amended as described above. Except for the substitution of the extension dates above, all other features, conditions and terms of the Supplemental Indenture remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Supplemental Indenture, dated October 21, 2015, to be duly executed as of the day and year first above written.
| ZION OIL & GAS, INC. | |||
| By: | /s/ Martin M. van Brauman | ||
| Name: | Martin M. van Brauman | ||
| Title: | Senior Vice President, Treasurer and | ||
| Corporate Secretary, Director | |||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee | |||
| By: | /s/ Paul Kim | ||
| Name: | Paul Kim | ||
| Title: | Assistant General Counsel | ||
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Exhibit 99.1
Zion Oil & Gas Extends Its Senior Convertible Bond Rights Offering
Dallas, Texas and Caesarea, Israel – January 14, 2016 – Zion Oil & Gas, Inc. (NASDAQ GM: ZN) today announced that it is extending its 10% Convertible Bond Subscription Rights Offering from the current expiration date of January 15, 2016 to March 31, 2016. The offering is being extended, for among other reasons, to afford Zion’s shareholders sufficient time to adequately and thoughtfully consider the offering. The Company has received numerous complaints from shareholders who hold through brokers that they have not received offering materials from their brokers in a timely fashion.
Zion currently holds one active petroleum exploration license onshore Israel, the Megiddo-Jezreel License, a large area of about 99,000 acres south and west of the Sea of Galilee that includes the Jezreel and Megiddo valleys. We continue our exploration focus here as this area appears to possess the key geologic ingredients of an active petroleum system. The Company has selected the specific drill pad location from which to drill our next exploration well(s). The Drilling Request and Environmental Impact Assessment have been approved unanimously by Israel’s Northern District Committee in Nazareth for our first exploratory well. Assuming no further regulatory or weather delays, we plan to begin drill site construction in February and it should take 30-45 days to complete. Zion plans to start drilling the Megiddo-Jezreel #1 well in March-April of 2016 to an ultimate depth of approximately 15,000 feet.
This
press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there will be
no sale of any securities in any state in which such an offer, solicitation, or purchase would be unlawful prior to the registration
or qualification of such securities under the securities laws of any such state. The offer of the Senior Convertible Bond
issuable upon exercise of the rights is made only by means of the prospectus supplement dated October, 21, 2015, as subsequently
amended, filed with the SEC, and related documents. A copy of the prospectus may be obtained, free of charge, on the SEC
website at www.sec.gov, or by contacting us at info@zionoil.com or by calling at 888-891-9466. Before you invest,
you should carefully read the prospectus and other documents Zion has filed with the SEC for more complete information about Zion
and the rights offering.
Forward Looking Statements
This press release contains statements that may be deemed to be “forward-looking statements” under federal securities laws. Any forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to, our ability to raise additional capital to fund our drilling program, our success in obtaining all needed regulatory approvals for the drill site, entering into drilling agreements, changes in economic conditions generally and the oil & gas industry specifically, changes in technology, legislative or regulatory changes , and other risks and uncertainties discussed under the heading "RISK FACTORS" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in the Company’s other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.
Contact:
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
Brittany Martin
Telephone: 214-221-4610
Email: info@zionoil.com
www.zionoil.com