No. 2 to Prospectus
Supplement dated March 10, 2017
(to Prospectus dated February 23, 2017)
pursuant to Rule 424(b)(5)
File No. 333-216191
OIL & GAS, INC.
Amendment No. 2 to the Prospectus Supplement amends the Prospectus Supplement dated March 10, 2017 (“Original 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.
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.
Option under the Unit Program
our Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”), we are providing a Unit Option under Amendment
No. 2. 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. 2 provides the option time period, unit price and the number of
shares of Common Stock and warrants per unit. The Unit Option begins on October 16, 2017 and is scheduled to terminate on December
6, 2017. The Unit Option 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 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 the opportunity to purchase one share of our
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 warrants will be approved for listing on the NASDAQ Global Market.
warrants will become exercisable on January 8, 2018, which is the first trading day after the 31
day following the
extended 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.
all references in the Original Prospectus Supplement concerning the 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.
date of this Amendment No. 2 to Prospectus Supplement is October 12, 2017.