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
October 22, 2012
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33228 | 20-0065053 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6510 Abrams Road, Suite 300, Dallas, TX 75231
(Address of Principal Executive Offices)
214-221-4610
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
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))
ITEM 1.01. Entry into a Material Definitive Agreement
On October 22, 2012, Zion Oil & Gas, Inc. (the “Company”) implemented a reduction in the exercise price of all of its publicly traded warrants trading on the NASDAQ Global Market under the symbolsZNWAWand ZNWAZ.Under the exercise price reduction program, these warrants can be exercised, through their scheduled expiration date of December 31, 2012, at the reduced warrant exercise price of $1.75. Each warrant so exercised produces one share of the Company’s common stock, trading on the NASDAQ Global Market under the symbolZN.
Except for the temporary reduction in the warrant exercise prices as herein provided, all of the terms and conditions contained in the applicable Warrant instruments will continue in full force and effect.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 – Press Release issued on October 22, 2012
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.
| Zion Oil and Gas, Inc. | |||
| Date: October 22, 2012 | By: | /s/ Victor Carrillo | |
| Victor Carrillo | |||
| President and Chief Operating Officer | |||
