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
December
15, 2010
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:
r Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
r Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
On
December 15, 2010, Zion Oil & Gas, Inc. (the “Company”) completed its
previously announced rights offering. The total subscription for 3,642,821 units
of the Company’s securities will be accepted (including all of the
over-subscription). Each unit is comprised of one share of Zion’s common stock,
par value $0.01 per share (the “Common Stock”) plus one warrant (the “Warrant”;
collectively, the “Warrants”) to purchase an additional share of Zion’s Common Stock.
The subscription price per unit was $5.00. As a result of the rights offering,
the Company will issue 3,642,821 shares of Common Stock and Warrants to purchase
an additional 3,642,821 shares of Zion’s Common Stock, to
holders of record as of the close of business on September 28, 2010, who
exercised their rights pursuant to the basic and over-subscription privileges.
The Warrants are exercisable through December 31, 2012 at a per share exercise
price of $4.00. Commencing December 28, 2010, the Warrants will be listed on the
NASDAQ Global Market under the symbol “ZNWAZ”. The Common Stock will continue to
be listed under the symbol “ZN”.
The gross
proceeds from the rights offering of $18,214,105, less fees and
expenses incurred in connection with the rights offering, will be used by the
Company to further its drilling efforts and as otherwise provided in the
prospectus supplement dated September 29, 2010. Following the issuance of the
shares subscribed for in the rights offering, the Company will have outstanding
24,867,218 shares of its Common Stock.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
(d)
|
Exhibits
|
None
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: December
21, 2010
|
By:
|
/s/ Richard J. Rinberg | |
| Richard J. Rinberg | |||
| Chief Executive Officer | |||