Stockholders' Equity | Note 6 - Stockholders’ Equity A. Authorized Common Shares The Company’s Amended and Restated Certificate of Incorporation was amended effective June 11, 2015 to increase the number of shares of Common Stock that the Company is authorized to issue from 100 million to 200 million shares. B. 2005 Stock Option Plan In 2005, a stock option plan (the “2005 Plan”) was adopted by the Company, pursuant to which 1,000,000 shares of Common Stock are reserved for issuance to officers, directors, employees and consultants. The 2005 Plan is administered by the Board of Directors or one or more committees appointed by the board (the “2005 Plan Administrator”). The 2005 Plan contemplates the issuance of stock options by the Company both as a private company and as a publicly traded company and is available to residents of the United States, the State of Israel and other jurisdictions as determined by the 2005 Plan Administrator. Awards of stock options under the 2005 Plan are made pursuant to an agreement between the Company and each grantee. The agreement will, among other provisions, specify the number of shares subject to the option, intended tax qualifications, the exercise price, applicable vesting provisions and the term of the stock option grant, all of which are determined on behalf of the Company by the 2005 Plan Administrator. The 2005 Plan remains in effect for a term of ten years unless terminated or extended according to its provisions. During the year ended December 31, 2015, the Company granted the following options from the 2005 Stock Option Plan, to purchase: i. 128,500 shares of Common Stock to senior officers, other staff members, and service providers at an exercise price of $1.38 per share. The options vested upon grant and are exercisable through January 2, 2025. The fair value of the options at the date of grant amounted to approximately $106,000. ii. 25,000 shares of Common Stock to a senior officer at an exercise price of $1.38 per share. The options have a par value of $.01. The options vested as scheduled on June 30, 2015 and are exercisable through January 1, 2025. The fair value of the options at the date of grant amounted to approximately $21,000 and, iii. 123,500 shares of Common Stock to directors, senior officers, other staff members, and service providers at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through April 17, 2025. The fair value of the options at the date of grant amounted to $220,000. There were no stock issuances from the 2005 Plan during the calendar year 2016. C. 2011 Equity Incentive Stock Option Plan In June 2011, the Company’s shareholders authorized the adoption of the Zion Oil & Gas, Inc. 2011 Equity Incentive Plan for employees and consultants (the “2011 Plan”), initially reserving for issuance thereunder 2,000,000 shares of Common Stock. The 2011 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, bonus stock, awards in lieu of cash obligations, other stock-based awards and performance units. The 2011 plan also permits cash payments under certain conditions. The compensation committee of the Board of Directors is responsible for determining the type of award, when and to whom awards are granted, the number of shares and the terms of the awards and exercise prices. The options are exercisable for a period not to exceed ten years from the date of grant. In June 2015, the Company’s stockholders approved an increase in the number of shares of Common Stock available under the 2011 Equity Incentive Plan for employees and consultants reserving for issuance thereunder an additional four million shares of Common Stock for a total of six million shares of Common Stock available thereunder. During the year ended December 31, 2016, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors and consultants, to purchase: i. 25,000 shares of Common Stock to a senior officer at an exercise price of $0.01. The options vested upon grant and are exercisable through January 1, 2026. The fair value of the options at the date of grant amounted to approximately $46,000. ii. 25,000 shares of Common Stock to a senior officer at an exercise price of $0.01. The options vested upon grant and are exercisable through January 4, 2026. The fair value of the options at the date of grant amounted to approximately $47,000. iii. 35,000 shares of Common Stock to a non-employee director and a staff member at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 15, 2026. The fair value of the options at the date of grant amounted to approximately $59,000. iv. 10,000 shares of Common Stock to one senior officer at an exercise price of $0.01 per share. The options vested in equal quarterly installments over four consecutive quarters, beginning with the quarter ended June 30, 2016 and are exercisable through April 3, 2026. The fair value of the options at the date of grant amounted to approximately $18,000. At December 31, 2016, 2,500 of said shares were unvested and the grantee was no longer employed by the company. v. 1,540,000 shares of Common Stock to senior officers, other staff members, directors and service providers at an exercise price of $0.01. The options vested upon grant and are exercisable through June 5, 2026. The fair value of the options at the date of grant amounted to approximately $2,373,000. vi. 100,000 shares of Common Stock to a senior officer at an exercise price of $0.01. The options vested upon grant and are exercisable through June 30, 2026. The fair value of the options at the date of grant amounted to approximately $147,000. vii. 30,000 shares of Common Stock to a consultant at an exercise price of $.01 per share. The options vested upon grant and are exercisable through November 1, 2026. The fair value of the options at the date of grant amounted to approximately $36,000. viii. 75,000 shares of Common Stock to senior officers at an exercise price of $0.01. The options vested upon grant and are exercisable through December 31, 2026. The fair value of the options at the date of grant amounted to approximately $102,000. During the year ended December 31, 2015, the Company granted the following options from the 2011 Equity Incentive Plan for employees and consultants, to purchase: i. 10,000 shares of Common Stock to one senior officer at an exercise price of $0.01 per share. The options vest in equal quarterly installments over four consecutive quarters, beginning with the quarter ended June 30, 2015 and are exercisable through April 2, 2025. The fair value of the options at the date of grant amounted to approximately $18,000. ii. 360,000 shares of Common Stock to staff members and service providers at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through August 3, 2025. The fair value of the options at the date of grant amounted to approximately $630,000. iii. 100,000 shares of Common Stock to one senior officer at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through September 3, 2025. The fair value of the options at the date of grant amounted to approximately $143,000. iv. 225,000 shares of common stock to senior officers, and other staff members at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through September 30, 2025. The fair value of the options at the date of grant amounted to approximately $311,000. D. 2011 Non-Employee Directors Stock Option Plan In June 2011, the Company’s shareholders authorized the adoption of the Zion Oil & Gas, Inc. 2011 Non-Employee Directors Stock Option Plan for non-employee directors (the “2011 Directors’ Plan”), initially reserving for issuance thereunder 1,000,000 share of common stock. Under the 2011 Directors’ Plan, only non-qualified options may be issued, and they will be exercisable for a period of six years from the date of grant. The Compensation Committee of the Board of Directors is responsible for determining the type of award, when to grant awards, to whom awards are granted, the number of shares and the terms of the awards and exercise prices. The options are exercisable for a period not to exceed six years from the date of grant. In June 2015, the Company’s stockholders approved an increase in the number of shares of Common Stock available under the 2011 Non-Employee Directors Stock Option Plan, reserving for issuance thereunder an additional two million shares of Common Stock for a total of three million shares of Common Stock available thereunder. During the year ended December 31, 2016, the Company granted the following options from the 2011 Non-Employee Directors Stock Option Plan, to purchase: i. 25,000 shares of Common Stock to a non-employee director at an exercise price of $1.87 per share. The options vested upon grant and are exercisable through January 31, 2022. The fair value of the options at the date of grant amounted to approximately $20,000. ii. 400,000 shares of Common Stock to non-employee directors at an exercise price of $1.55 per share. The options vested upon grant and are exercisable through June 5, 2022. The fair value of the options at the date of grant amounted to approximately $239,000. During the year ended December 31, 2015, the Company granted the following options from the 2011 Non-Employee Directors Stock Option Plan, to purchase: i. 108,000 shares of Common Stock to non-employee directors at an exercise price of $1.38 per share. The options vested upon grant and are exercisable through January 2, 2021. The fair value of the options at the date of grant amounted to approximately $68,000; and ii. 25,000 shares of Common Stock to a non-employee director at an exercise price of $2.03 per share. The options have a par value of $.01. The options vested upon grant and are exercisable through May 1, 2021. The fair value of the options at the date of grant amounted to approximately $23,000. E. Warrants and Options The Company has reserved 7,543,596 shares of common stock as of December 31, 2016, for the exercise of warrants and options to employees and non-employees, of which 6,740,220 are exercisable. These warrants and options could potentially dilute basic earnings per share in future years. The warrants and options exercise prices and expiration dates are as follows: Exercise Number of Expiration Warrants or US$ To non-employees 0.01 5,000 November 11, 2023 Options 0.01 10,000 April 16, 2025 Options 1.67 115,000 October 01, 2024 Options 1.70 130,000 December 20, 2022 Options 2.61 77,000 December 04, 2022 Options To employees and directors 0.01 20,000 January 31, 2020 Options 0.01 20,000 November 11, 2023 Options 0.01 45,000 March 31, 2024 Options 0.01 5,000 June 11, 2024 Options 0.01 4,500 April 16, 2025 Options 0.01 20,500 August 03, 2025 Options 0.01 10,000 October 01, 2025 Options 0.01 25,000 December 31, 2025 Options 0.01 552,000 June 05, 2026 Options 0.01 100,000 June 30, 2026 Options 0.01 25,000 December 31, 2026 Options 1.38 149,750 January 02, 2025 Options 1.38 108,000 January 02, 2021 Options 1.55 400,000 June 05, 2022 Options 1.67 390,000 October 01, 2020 Options 1.67 377,193 October 01, 2024 Options 1.70 120,000 December 20, 2018 Options 1.70 203,500 December 20, 2022 Options 1.73 25,000 January 09, 2019 Options 1.82 25,000 June 13, 2017 Options 1.86 25,000 December 03, 2018 Options 1.87 25,000 January 31, 2022 Options 1.95 25,000 April 02,2020 Options 1.96 25,000 September 3, 2019 Options 2.03 25,000 May 01, 2021 Options 2.28 25,000 July 10, 2019 Options 2.61 150,000 December 04, 2017 Options 2.61 904,500 December 04, 2021 Options To investors 1.00 313,554 May 02, 2017 Warrants 1.00 344,728 May 02, 2018 Warrants 1.00 347,840 May 02, 2019 Warrants 1.00 803,376 March 03, 2020 Warrants 2.00 1,567,155 January 31, 2020 Warrants Total outstanding 1.53 * 7,543,596 * Weighted Average The stock option transactions since January 1, 2015 are shown in the table below: Number of shares Weighted Average exercise price US$ Outstanding, December 31, 2014 3,089,693 1.99 Changes during 2015 to: Granted to employees, officers, directors and others 1,280,000 0.33 Expired/Cancelled/Forfeited (62,500 ) 2.39 Exercised (677,500 ) 0.07 Outstanding, December 31, 2015 3,629,693 1.76 Changes during 2016 to: Granted to employees, officers, directors and others 2,265,000 0.27 Expired/Cancelled/Forfeited (172,250 ) 2.39 Exercised (1,555,500 ) 0.01 Outstanding, December 31, 2016 4,166,943 1.58 Exercisable, December 31, 2016 4,166,943 1.58 The aggregate intrinsic value of options exercised during 2016 and 2015 was approximately $2,400,000 and $1,033,000 respectively. The aggregate intrinsic value of the outstanding options and warrants as of December 31, 2016, totaling 7,543,596 was approximately $1,815,000. The following table summarizes information about stock options outstanding as of December 31, 2016: Shares underlying outstanding options (fully vested) Range of Number Weighted average Weighted Average US$ US$ 0.01 20,000 3.08 0.01 0.01 25,000 6.87 0.01 0.01 45,000 7.25 0.01 0.01 5,000 7.45 0.01 0.01 14,500 8.30 0.01 0.01 20,500 8.59 0.01 0.01 10,000 8.75 0.01 0.01 25,000 9.00 0.01 0.01 552,000 9.42 0.01 0.01 100,000 9.49 0.01 0.01 25,000 10.00 0.01 1.38 108,000 4.01 1.38 1.38 149,750 8.01 1.38 1.55 400,000 5.43 1.55 1.67 390,000 3.75 1.67 1.67 492,193 7.76 1.67 1.70 120,000 1.97 1.70 1.70 333,500 5.97 1.70 1.73 25,000 2.02 1.73 1.82 25,000 0.45 1.82 1.86 25,000 1.92 1.86 1.87 25,000 5.09 1.87 1.95 25,000 3.25 1.95 1.96 25,000 2.67 1.96 2.03 25,000 4.33 2.03 2.28 25,000 2.52 2.28 2.61 150,000 0.93 2.61 2.61 981,500 4.93 2.61 0.01-2.61 4,166,943 1.58 Granted to employees The following table sets forth information about the weighted-average fair value of options granted to employees and directors during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For the year ended 2016 2015 Weighted-average fair value of underlying stock at grant date $ 1.56 $ 1.53 Dividend yields — — Expected volatility 57%-69 % 68%-70 % Risk-free interest rates 0.94%-1.93 % 0.97%-1.6 % Expected lives (in years) 3.00-5.50 3.00-5.50 Weighted-average grant date fair value $ 1.35 $ 1.36 Granted to non-employees The following table sets forth information about the weighted-average fair value of options granted to non-employees during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For the year ended 2016 2015 Weighted-average fair value of underlying stock at grant date $ 1.51 $ 1.74 Dividend yields — — Expected volatility 69%-70 % 72%-74 % Risk-free interest rates 1.73%-1.83 % 1.87%-2.23 % Expected lives (in years) 10.00 10.00 Weighted-average grant date fair value $ 1.50 $ 1.71 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the options. The expected life represents the weighted average period of time that options granted are expected to be outstanding. The expected life of the options granted to employees and directors is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin No. 110 (“SAB 110”), giving consideration to the contractual term of the options and their vesting schedules, as the Company does not have sufficient historical exercise data at this time. The expected life of the option granted to non-employees equals their contractual term. In the case of an extension of the option life, the calculation was made on the basis of the extended life. F. Compensation Cost for Warrant and Option Issuances The following table sets forth information about the compensation cost of warrant and option issuances recognized for employees and directors: For the year ended December 31, 2016 2015 US$ US$ 2,726,000 1,528,000 The following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employees: For the year ended December 31, 2016 2015 US$ US$ 360,000 265,000 The following table sets forth information about the compensation cost of option issuances recognized for employees and capitalized to Unproved Oil & Gas properties: For the year ended December 31, 2016 2015 US$ US$ 213,000 94,000 G. Dividend Reinvestment and Stock Purchase Plan (“DSPP”) On March 27, 2014, the Company launched its Dividend Reinvestment and Stock Purchase Plan (the “DSPP”) pursuant to which stockholders and interested investors can purchase shares of the Company’s Common Stock as well as units of the Company’s securities. The terms of the DSPP are described in the Prospectus Supplement originally filed on March 31, 2014 (the “Original Prospectus Supplement”) with the Securities and Exchange Commission (“SEC”) under the Company’s effective registration Statement on Form S-3, as thereafter amended. On January 13, 2015, the Company amended the Original Prospectus Supplement (“Amendment No. 3”) to provide for a unit option (the “Unit Option”) under the DSPP comprised of one share of Common Stock and three Common Stock purchase warrants with each unit priced at $4.00. Each warrant afforded the investor or stockholder the opportunity to purchase the Company’s Common Stock at a warrant exercise price of $1.00. Each of the three warrants series have different expiration dates that have been extended. On December 28, 2015, Amendment No. 6 to the Original Prospectus Supplement was filed extending the scheduled termination date of the Unit Option to March 31, 2016. On March 31, 2016, the Unit Option terminated. The number of warrants are not of a sufficient quantity to justify OTC (over the counter) trading. The warrants became first exercisable on May 2, 2016 and continue to be exercisable through May 2, 2017 for ZNWAB (1 year), May 2, 2018 for ZNWAC (2 years) and May 2, 2019 for ZNWAD (3 years), respectively, at a per share exercise price of $1.00. Warrants for approximately 286,000 shares of Common Stock were issued during the year ended December 31, 2016 (approximately 95,000 each of ZNWAB, ZNWAC, and ZNWAD). As of December 31, 2016, the number of outstanding warrants for each warrant issue is as approximately: 314,000 of ZNWAB, 345,000 of ZNWAC, and 348,000 of ZNWAD. The Company issued approximately 132,000 shares of its Common Stock as of December, 31 2016, resulting in cash proceeds of approximately $132,000. An Amendment No. 8 to the Prospectus Supplement was filed on January 30, 2017. This Amendment No. 8 to Prospectus Supplement amends the Prospectus Supplement as previously supplemented on July 31, 2014 (“Amendment No. 2 to Prospectus Supplement”). This Amendment No. 8 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement and the base Prospectus effective March 27, 2014 and Amendment No. 2. This Amendment No. 8 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 8 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. On January 30, 2017, under the Unit Program of our DSPP, the Company extended the current Unit Option program that was filed under Amendment No. 7, dated November 1, 2016. The Unit Program will continue as under Amendment No. 7, but with a revised time period. Otherwise, the same Unit Program features, conditions and terms in the Prospectus Supplement and Amendment No. 2 apply. The Company’s Unit Option Program began on November 1, 2016 and was to terminate January 31, 2017, but was extended until March 31, 2017. The Unit Option Program enables participants to purchase Units of our securities where each Unit (priced at $10.00) is comprised of seven (7) shares of Common Stock and seven (7) Common Stock purchase warrants. 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 “ZNWAE,” but no assurance can be provided that the warrant will be approved for listing on the NASDAQ Global Market. All warrants will first become exercisable on May 1, 2017, which is the 31 st Accordingly, all references in the Original Prospectus Supplement and Amendment No. 2, concerning the Unit Option continue, except for the substitution of the new Unit Option terms above. All other Plan features, conditions and terms remain unchanged. For the year ended December 31, 2016, approximately $4,338,000 was raised under the DSPP program. As a result, the Company issued approximately 2,796,000 shares of its Common Stock during the same period. The total amount of funds received from the DSPP, including the exercise of warrants, from the inception date through December 31, 2016 is approximately $13,025,000. H. Rights Offering (July-September 2015) On July 6, 2015, the Company filed with the SEC the Prospectus Supplement (dated July 6, 2015) relating to the Company’s rights offering of non-transferable subscription rights to the holders of the Company’s Common Stock as of record date of June 19, 2015 to purchase up to approximately 7,280,000 of subscription rights described below of the Company’s securities. Under the rights offering, the Company distributed, at no cost to stockholders, non-transferable subscription rights (each “Right” and collectively the “Rights”) to purchase its Common Stock to persons who owned shares of its Common Stock on June 19, 2015 (the “record date”), with each Right consisting of four (4) shares of Common Stock. Each shareholder that participated received 0.20 of a subscription right for each share of Common Stock owned as of close of business on the record date (i.e., ONE subscription right for each FIVE shares). Each whole subscription right represented the right to purchase four (4) shares of the Company’s Common Stock at a per Right price of $7.00, or an average purchase price of $1.75 per share. The rights offering also included an over-subscription privilege. On September 30, 2015, the rights offering terminated as scheduled. The gross proceeds from the rights offering of approximately $966,000, less fees and expenses incurred in connection with the rights offering, will be used by the Company to further its drilling efforts and as otherwise provided in the prospectus. As a result of the rights offering, the Company issued approximately 553,000 shares of Common Stock. I. Rights Offering Senior Convertible Bonds Rights Offering (October 21, 2015 – March 31, 2016) On October 21, 2015, the Company filed with the SEC a prospectus supplement for a rights offering. Under the rights offering, the Company distributed at no cost, 360,000 non-transferable subscription rights to subscribe for, on a per right basis, two 10% Convertible Senior Bonds par $100 due May 2, 2021 (the “Notes due May 2012”), to persons who owned shares of the Company’s Common Stock on October 15, 2015, the record date for the offering. Each whole subscription right entitled the participant to purchase two convertible bonds at a purchase price of $100 per bond. Effective October 21, 2015, the Company executed a Supplemental Indenture, as issuer, with the American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”), as trustee for the Notes (the “Indenture”). The offering was scheduled to terminate on January 15, 2016 but was extended to March 31, 2016. On March 31, 2016, the rights offering terminated. On May 2, 2016, the Company issued approximately $3,470,000 aggregate principal amount of Notes due May 2021 in connection with the rights offering. The Company received net proceeds of approximately $3,334,000, from the sale of the Notes, after deducting fees and expenses of $136,000 incurred in connection with the rights offering. These costs have been discounted as deferred offering costs (see also Note 7). J. 12% Convertible Bonds Public Offering (May 31, 2016 – October 31, 2016) On May 31, 2016, the Company filed with the SEC a Prospectus Supplement, as subsequently amended on June 22, 2016 and August 30, 2016, for an offering of the Company’s 12% Convertible Senior Bonds due 2028 (the “Bonds;” each, a “Bond”) in a minimum aggregate amount of $2,500,000, on a "best efforts minimum/maximum offering,” On November 1, 2016, the Company closed its public bond offering. The minimum aggregate amount of $2,500,000 was not reached as of the November 1, 2016 closing date. Ocean First Bank was duly authorized and effectively completed the prompt return of invested funds, without deduction, to the rightful owners. In connection with the “best efforts” offering, the Company incurred and expensed to date approximately $83,000 of deferred issuance costs, which primarily consisted of underwriter fees, legal and other professional service fees. K. Warrant Descriptions The price and the expiration dates for the series of warrants to investors are as follows: Period of Grant US$ Expiration Date ZNWAA Warrants March 2013 – December 2014 2.00 January 31, 2020 ZNWAB Warrants January 2015 – March 2016 1.00 May 02, 2017 ZNWAC Warrants January 2015 – March 2016 1.00 May 02, 2018 ZNWAD Warrants January 2015 – March 2016 1.00 May 02, 2019 ZNWAE Warrants November 2016 – March 2017 1.00 May 01, 2020 |