8-K

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

May 17, 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 May 17, 2022, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to a certain Warrant Agent Agreement (the “Agreement”) between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15^th Avenue, Brooklyn, NY 11219 (“AST”).  The Company has implemented an Agreement with AST as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated June 21, 2021 for the Warrant ZNWAQ.

The Warrant ZNWAQ has an expiration date of July 6, 2022.

Pursuant to Section 3.2 of the Warrant Agent Agreement, the Company in its sole discretion extended the duration of the Warrant by delaying the Expiration Date. The Company is extending the duration of the Warrant ZNWAQ by one (1) year from the expiration date of July 6, 2022 to July 6, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit 4.1 -	Amendment to Warrant Agent Agreement effective May 17, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 & Gas, Inc.
Date: May 18, 2022	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

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EX-4.1

Exhibit 4.1

XML

Cover	May 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2022
Entity File Number	001-33228
Entity Registrant Name	Zion Oil & Gas, Inc.
Entity Central Index Key	0001131312
Entity Tax Identification Number	20-0065053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12655 North Central Expressway
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75243
City Area Code	214
Local Phone Number	221-4610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false