Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
May 22 2017 - 4:32PM
Edgar (US Regulatory)
Amendment
No. 1 to Prospectus
Supplement dated March 10, 2017
(to Prospectus dated February 23, 2017)
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Filed
pursuant to Rule 424(b)(5)
File No. 333-216191
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ZION
OIL & GAS, INC.
This
Amendment No. 1 to the Prospectus Supplement amends the Prospectus Supplement dated March 10, 2017 (“Original Prospectus
Supplement”). This Amendment No. 1 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement
and the base Prospectus effective March 10, 2017. This Amendment No. 1 is incorporated by reference into the Original Prospectus
Supplement. This Amendment No. 1 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.
Investing
in our common stock is risky. See "Risk Factors" commencing at page 22 of the Prospectus Supplement to read about the
risks that you should consider before buying shares of our stock. Neither the U.S. Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or determined if the prospectus or any prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
New
Unit Option under the Unit Program
Under
our Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”), we are offering a new Unit Option. Our Unit
Program consists of the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined
in the Prospectus Supplement. Amendment No. 1 provides the option time period, unit price and the number of shares of Common Stock
and warrants per unit. The new Unit Option Program begins May 22, 2017 and terminates July 12, 2017, unless extended at
the sole discretion of Zion Oil & Gas, Inc. The Unit Option Program consists of 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 twenty five (25) 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
the opportunity to purchase one share of our Common Stock at a warrant exercise price of $1.00. The warrant shall have the symbol
“ZNWAF,” but no assurance can be provided that the warrants will be approved for listing on the NASDAQ Global Market.
The
warrants will first become exercisable on August 14, 2017, which is the first trading day after the 31
st
day following
the Unit Option Termination Date (i.e., on July 12, 2017), unless extended, and continue to be exercisable through August 14,
2020 (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.
Accordingly,
all references in the Original Prospectus Supplement, concerning the Unit Option, continue, except for the substitution of the
new Unit Option terms and features above. All other Plan features, conditions and terms remain unchanged.
The
date of this Amendment No. 1 to Prospectus Supplement is May 22, 2017.
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