Current Report Filing (8-k)
December 01 2020 - 4:31PM
Edgar (US Regulatory)
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
November 27, 2020
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
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20-0065053
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(Commission File Number)
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(IRS Employer Identification No.)
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12655 North Central
Expressway, Suite 1000, Dallas, TX 75243
(Address of Principal
Executive Offices) (Zip Code)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each
class
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Trading Symbol(s)
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Name of each
exchange on which registered
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Item 8.01 Other Events
On December 1, 2020
an Amendment No. 1 to the Prospectus Supplement dated December 11, 2019 (“Original Prospectus Supplement”) was filed.
This Amendment No. 1 to the Original Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement
and the base Prospectus effective December 11, 2019. 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.
Dividend Reinvestment and Common Stock
Purchase Plan (the “Plan”)
Our Plan under the
section Obtaining Certificates and Transferring or Selling Shares on page S-8 of the Prospectus Supplement reads as follows:
On receipt of a
request to sell some of or all the Plan shares, the Plan Agent will sell the shares on the open market no later than three business
days after receipt of the request and will send the proceeds less a service charge of $12 and applicable brokerage commissions
of only $0.10 per share sold (e.g., if 100 shares sold, commission is $10).
On November 27, 2020,
an Amendment to the Transfer Agency and Registrar Services Agreement was executed between Zion Oil & Gas, Inc. and
the American Stock Transfer & Trust Company, LLC, the Plan Agent, to change the Out-of-Pocket Pricing from the Sales of Shares
at $12.00 per sale and $0.10 per share to Sales of Shares at $5.00 per sale and $0.03 per share with an effective date of December
1, 2020. The section Obtaining Certificates and Transferring or Selling Shares on page S-8 of the Prospectus Supplement
shall read as follows:
On receipt of a
request to sell some of or all the Plan shares, the Plan Agent will sell the shares on the open market no later than three business
days after receipt of the request and will send the proceeds less a service charge of $5 and applicable brokerage commissions
of only $0.03 per share sold (e.g., if 100 shares sold, commission is $3).
Accordingly, all references
in the Original Prospectus Supplement continue, except the details under this Amendment No. 1. All other Plan features, conditions
and terms remain unchanged.
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: December 1, 2020
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By:
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/s/ Robert Dunn
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Robert Dunn
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Chief Executive Officer
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