Attached files
| file | filename |
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| EX-5.1 - OPINION OF GRAY REED & MCGRAW, P.C - ZION OIL & GAS INC | f8k040114ex5i_zionoilgas.htm |
| EX-4.1 - FORM OF WARRANTS INCLUDED IN THE UNITS - ZION OIL & GAS INC | f8k040114ex4i_zionoilgas.htm |
| EX-4.2 - AMENDED AND RESTATED WARRANT AGREEMENT - ZION OIL & GAS INC | f8k040114ex4ii_zionoilgas.htm |
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
April 1, 2014
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)
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001-33228
(Commission File Number)
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20-0065053
(IRS Employer Identification No.)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Item 8.01
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Other Events.
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On March 31, 2014, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the prospectus supplement dated as of March 27, 2014 and accompanying base prospectus dated March 27, 2014 (collectively, the “Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”). The Prospectus 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”).
The Company is filing the items included in Exhibits 4.1, 4.2 and 5.1 to this Current Report on Form 8-K, each of which relates to the offering, for the purpose of incorporating such items as exhibits to the Registration Statement.
The Company is offering (a) shares (each a “Share” and collectively the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), and (b), through June 30, 2014, units (the “Units”) of the Company’s securities with each unit comprised of (i) one (1) share of Common Stock and (ii) a warrant to purchase an additional share of the Company’s Common Stock at an exercise price of $2.00 per share (each a “Warrant” and collectively the “Warrants”; together with the Shares and the Units the “Securities”). The Securities are being offered by the Company in accordance with the terms of the Plan as described in the Prospectus.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
4.1 Form of Warrants included in the Units
4.2 Amended and Restated Warrant Agreement dated as of March 27, 2014 between Zion Oil & Gas Inc, and Registrar and Transfer Company, as Warrant Agent
5.1 Opinion of Gray Reed & McGraw, P.C. regarding the validity of the Units, the Common Stock and Warrants included in the Units and the shares of Common Stock issuable upon exercise of the Warrants.
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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.
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Zion Oil and Gas, Inc.
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Date: April 1, 2014
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By:
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/s/ Victor G. Carrillo
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Victor G. Carrillo
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President and Chief Operating Officer
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