On
March 10, 2017, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”)
the prospectus supplement dated as of March 10, 2017 and accompanying base prospectus dated February 23, 2017 (collectively, the
“Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”
or “DSPP”). The Prospectus forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-216191),
as amended, which was declared effective by the SEC on March 10, 2017 (the “Registration Statement”).
An
Amendment No. 2 to the Prospectus Supplement is being filed on October 12, 2017. This Amendment No. 2 to Prospectus Supplement
amends the Prospectus Supplement. This Amendment No. 2 to Prospectus Supplement should be read in conjunction with the Original
Prospectus Supplement and the base Prospectus effective March 10, 2017. This Amendment No. 2 is incorporated by reference into
the Original Prospectus Supplement. This Amendment No. 2 is not complete without, and may not be delivered or utilized except
in connection with, the Original Prospectus Supplement, including any amendments or supplements thereto.
Amendment
No. 2 – Unit Option under the Unit Program
Under
Amendment No. 2, the Unit Program consists of a combination of common stock and warrants, a time period and a unit price, but
otherwise the same Unit Program features, conditions and terms in the Prospectus Supplement apply. Under Amendment No. 2,
the Company’s Unit Option Program begins on October 16, 2017 and is scheduled to terminate on December 6, 2017. The Unit
Option Program enables participants to purchase Units of our securities where each Unit (priced at $250.00 each) is comprised
of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the
high and low sale prices of the Company’s publicly traded common stock as reported on the NASDAQ on the Unit Purchase Date
and (ii) Common Stock purchase warrants to purchase an additional fifteen (15) shares of Common Stock. The investor’s Plan
account will be credited with the number of shares (including fractional shares, computed to three decimals) of the Company’s
Common Stock that is acquired under the Units purchased. Each warrant affords the investor or stockholder the opportunity to purchase
one share of the Company’s Common Stock at a warrant exercise price of $1.00.
The
warrant shall have the symbol “ZNWAG,” but no assurance can be provided that the warrant will be approved for listing
on the NASDAQ Global Market.
The
warrants will become exercisable on January 8, 2018, which is the first trading day after the 31
st
day following the
Unit Option Termination Date (i.e., on December 6, 2017) and continue to be exercisable through January 8, 2021 (3 years) at a
per share exercise price of $1.00. If the Common Stock of the Company trades above $5.00 per share as the closing price for fifteen
(15) consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to
provide a Notice to warrant holders of an early termination of the warrant within sixty (60) days of the Notice. The Unit is priced
at $250.00 per Unit and no change will be made to the warrant exercise price of $1.00 per share.
Accordingly,
all references in the Original Prospectus Supplement concerning a Unit Option Program continue, except for the substitution of
the Unit Option Program details under Amendment No. 2. All other Plan features, conditions and terms remain unchanged.
Warrant
Agent Agreement
Effective
October 12, 2017, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent, Exhibit 4.4, below, for the warrant
ZNWAG under the Unit Option Program beginning October 16, 2017 as described under Amendment No. 2.
The
Company is filing the items included in Exhibits 4.3 and 4.4 to this Current Report on Form 8-K, each of which relates to the
above Registration Statement, for the purpose of incorporating such items as exhibits to the Registration Statement for the DSPP
Unit Option Program that begins on October 16, 2017 and is terminated on December 6, 2017.