Stockholders' Equity | Note 3 - Stockholders' Equity A. 2011 Equity Incentive Stock Option Plan During the three months ended March 31, 2020, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors and consultants, to purchase as non-cash compensation (the exercise of penny stock options is taxable at full market value on the date of exercise): i. Options to purchase 110,000 shares of Common Stock to five senior officers at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 6, 2030. The fair value of the options at the date of grant amounted to approximately $57,000. During the three months ended March 31, 2019, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors and consultants, to purchase as non-cash compensation (the exercise of penny stock options are taxable on the date of exercise): i. Options to purchase 25,000 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 January 6, 2029. The fair value of the options at the date of grant amounted to approximately $10,000. B. 2011 Non-Employee Directors Stock Option Plan During the three months ended March 31, 2020, and 2019, the Company did not grant any qualified (market value) options from the 2011 Non-Employee Directors Stock Option Plan to its directors. C. Stock Options The stock option transactions since January 1, 2020 are shown in the table below: Number of shares Weighted Average exercise price US$ Outstanding, December 31, 2019 5,195,250 1.12 Changes during 2020 to: Granted to employees, officers, directors and others * 110,000 0.01 Expired/Cancelled/Forfeited (25,000 ) 0.01 Exercised (387,500 ) 0.01 Outstanding, March 31, 2020 4,892,750 1.19 Exercisable, March 31, 2020 4,892,750 1.19 * The receipt of a stock option grant by the grantee recipient is a non-taxable event according to the Internal Revenue Service. The grantee who later chooses to exercise penny stock options must recognize the market value in income in the year of exercise. The following table summarizes information about stock options outstanding as of March 31, 2020: Shares underlying outstanding options (non-vested) Shares underlying outstanding options (fully vested) Range of Number outstanding Weighted average remaining contractual life (years) Weighted Range of exercise Number Weighted average remaining contractual life (years) Weighted US$ US$ US$ US$ — — — — 0.01 10,000 3.62 0.01 — — — — 0.01 5,000 4.20 0.01 — — — — 0.01 20,000 6.17 0.01 — — — — 0.01 130,000 6.75 0.01 — — — — 0.01 60,000 7.04 0.01 — — — — 0.01 40,000 7.50 0.01 — — — — 0.01 97,500 7.75 0.01 — — — — 0.01 25,000 7.76 0.01 — — — — 0.01 30,000 7.91 0.01 — — — — 0.01 6,000 8.01 0.01 — — — — 0.01 25,000 8.77 0.01 — — — — 0.01 50,000 9.08 0.01 — — — — 0.01 95,000 9.25 0.01 — — — — 0.01 10,000 9.42 0.01 — — — — 0.01 205,000 9.46 0.01 — — — — 0.01 435,000 9.63 0.01 — — — — 0.01 85,000 9.76 0.01 — — — — 0.16 340,000 5.69 0.16 — — — — 0.16 150,000 9.69 0.16 — — — — 0.18 25,000 5.67 0.18 — — — — 0.28 25,000 5.42 0.28 — — — — 0.28 25,000 9.42 0.28 — — — — 1.33 25,000 3.07 1.33 — — — — 1.38 108,000 0.76 1.38 — — — — 1.38 105,307 4.76 1.38 — — — — 1.55 400,000 2.18 1.55 — — — — 1.67 340,000 0.50 1.67 — — — — 1.67 405,943 4.51 1.67 — — — — 1.70 218,500 2.72 1.70 — — — — 1.75 400,000 3.27 1.75 — — — — 1.78 25,000 4.43 1.78 — — — — 1.87 25,000 1.84 1.87 — — — — 1.95 25,000 0.01 1.95 — — — — 2.03 25,000 1.08 2.03 — — — — 2.31 400,000 3.76 2.31 2.61 471,500 1.68 2.61 — — — — 4.15 25,000 4.26 4.15 0.01-4.15 4,892,750 1.19 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 three months ended March 31, 2020 2019 Weighted-average fair value of underlying stock at grant date $ 0.52 $ 0.42 Dividend yields — — Expected volatility 103 % 87 % Risk-free interest rates 1.61 % 2.53 % Expected lives (in years) 5.00 5.00 Weighted-average grant date fair value $ 0.51 $ 0.41 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 three months ended March 31 , 2020 2019 Weighted-average fair value of underlying stock at grant date $ — $ — Dividend yields — — Expected volatility — — Risk-free interest rates — — Expected lives (in years) — — Weighted-average grant date fair value $ — $ — 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. D. 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 three months ended March 31, 2020 2019 US$ thousands US$ thousands 56 15 The following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employees: For the three months ended March 31, 2020 2019 US$ thousands US$ thousands — — The following table sets forth information about the compensation cost of option issuances recognized for employees and non-employees and capitalized to Unproved Oil & Gas properties: For the three months ended March 31, 2020 2019 US$ thousands US$ thousands — — E. Dividend Reinvestment and Stock Purchase Plan ("DSPP") On March 27, 2014, we launched our 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 directly from the Company. 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 participant the opportunity to purchase the Company's Common Stock at a warrant exercise price of $1.00. Each of the three warrants series has different expiration dates that have been extended. The ZNWAB warrants first became exercisable on May 2, 2016 and, in the case of ZNWAC on May 2, 2017 and in the case of ZNWAD on May 2, 2018, at a per share exercise price of $1.00. As of May 2, 2017, any outstanding ZNWAB warrants expired. As of May 2, 2018, any outstanding ZNWAC warrants expired. On May 29, 2019, the Company extended the termination date of the ZNWAD Warrant by one (1) year from the expiration date of May 2, 2020 to May 2, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. On November 1, 2016, the Company launched a unit offering (the "Unit Program") under the Company's DSPP pursuant to which participants could purchase units comprised of seven shares of Common Stock and seven Common Stock purchase warrants, at a per unit purchase price of $10. The warrant is referred to as "ZNWAE." The ZNWAE warrants became exercisable on May 1, 2017 and continue to be exercisable through May 1, 2020 at a per share exercise price of $1.00. On May 29, 2019, the Company extended the termination date of the ZNWAE Warrant by one (1) year from the expiration date of May 1, 2020 to May 1, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. The warrant terms provide that if the Company's Common Stock trades above $5.00 per share at the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company may, in its sole discretion, accelerate the termination of the warrant upon providing 60 days advanced notice to the warrant holders. On February 23, 2017, the Company filed a Form S-3 with the SEC (Registration No. 333-216191) as a replacement for the Form S-3 (Registration No. 333-193336), for which the three year period ended March 31, 2017, along with the base Prospectus and Supplemental Prospectus. The Form S-3, as amended, and the new base Prospectus became effective on March 10, 2017, along with the Prospectus Supplement that was filed and became effective on March 10, 2017. The Prospectus Supplement under Registration No. 333-216191 describes the terms of the DSPP and replaces the prior Prospectus Supplement, as amended, under the prior Registration No. 333-193336. On May 22, 2017, the Company launched a new unit offering (the "New Unit Program"). The New Unit Program consisted of a new combination of common stock and warrants, a new time period in which to purchase under the program, and a new unit price, but otherwise the same unit program features, conditions and terms in the Prospectus Supplement applied. The New Unit Program terminated on July 12, 2017. This New Unit Program enabled participants to purchase Units of the Company's securities where each Unit (priced at $250.00 each) was comprised of (i) the 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 Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 25 shares of Common Stock at a warrant exercise price of $1.00 per share. The warrant is referred to as "ZNWAF." All ZNWAF warrants became exercisable on August 14, 2017 and continue to be exercisable through August 14, 2020 at a per share exercise price of $1.00. On May 29, 2019, the Company extended the termination date of the ZNWAF Warrant by one (1) year from the expiration date of August 14, 2020 to August 14, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. The warrant terms provide that if the Company's Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders. An Amendment No. 2 to the Prospectus Supplement (as described below) was filed on October 12, 2017. Under Amendment No. 2, the Company initiated another Unit Option Program which terminated on December 6, 2017. This Unit Option Program enabled participants to purchase Units of the Company's securities where each Unit (priced at $250.00 each) was 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 Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 15 shares of Common Stock at a warrant exercise price of $1.00 per share. The warrant is referred to as "ZNWAG." The warrants became exercisable on January 8, 2018 and continue to be exercisable through January 8, 2021 at a per share exercise price of $1.00. The warrant terms provide that if the Company's Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders. On February 1, 2018, the Company launched another Unit Option Program which terminated on February 28, 2018. The Unit Option consisted of Units of our securities where each Unit (priced at $250.00 each) was comprised of (i) 50 shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional 50 shares of Common Stock. The investor's Plan account was credited with the number of shares of the Company's Common Stock acquired under the Units purchased. Each warrant affords the investor the opportunity to purchase one share of Company Common Stock at a warrant exercise price of $5.00. The warrant is referred to as "ZNWAH." The warrants became exercisable on April 2, 2018 and continue to be exercisable through April 2, 2020 at a per share exercise price of $5.00, after the Company, on December 4, 2018, extended the termination date of the Warrant by one (1) year from the expiration date of April 2, 2019 to April 2, 2020. On May 29, 2019, the Company extended the termination date of the ZNWAH Warrant by one (1) year from the expiration date of April 2, 2020 to April 2, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. On August 21, 2018, the Company initiated another Unit Option Program, and it terminated on September 26, 2018. The Unit Option Program consisted of Units of the Company's securities where each Unit (priced at $250.00 each) was 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 was credited with the number of shares of the Company's Common Stock acquired under the Units purchased. Each warrant affords the investor the opportunity to purchase one share of Company Common Stock at a warrant exercise price of $1.00. The warrant is referred to as "ZNWAJ." The warrants became exercisable on October 29, 2018 and continue to be exercisable through October 29, 2020 at a per share exercise price of $1.00, after the Company, on December 4, 2018, extended the termination date of the Warrant by one (1) year from the expiration date of October 29, 2019 to October 29, 2020. On May 29, 2019, the Company extended the termination date of the ZNWAJ Warrant by one (1) year from the expiration date of October 29, 2020 to October 29, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. , On December 10, 2018, the Company initiated another Unit Option Program, and it terminated on January 23, 2019. The Unit Option Program consisted of Units of the Company's securities where each Unit (priced at $250.00 each) is comprised of (i) two hundred and fifty (250) shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional two hundred and fifty (250) shares of Common Stock at a per share exercise price of $0.01. The investor's Plan account was credited with the number of shares of the Company's Common Stock and Warrants that are acquired under the Units purchased. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $0.01. The warrant is referred to as "ZNWAK." The warrants became exercisable on February 25, 2019 and continue to be exercisable through February 25, 2020 at a per share exercise price of $0.01. On May 29, 2019, the Company extended the termination date of the ZNWAK Warrant by one (1) year from the expiration date of February 25, 2020 to February 25, 2021. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. On April 24, 2019, the Company's most recent Unit Option Program began and it terminated on June 26, 2019, after the Company, on June 5, 2019, extended the termination date of the Unit Option Program. The Unit Option Program consisted of Units of the Company's securities where each Unit (priced at $250.00 each) was comprised of (i) two hundred and fifty (250) shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $2.00. The investor's Plan account was credited with the number of shares of the Company's Common Stock and Warrants acquired under the Units purchased. For Plan participants who enrolled into the Unit Program with the purchase of at least one Unit and also enrolled in the separate Automatic Monthly Investments ("AMI") program at a minimum of $50.00 per month or more, received an additional twenty-five (25) warrants at an exercise price of $2.00 during this Unit Option Program. The twenty-five (25) additional warrants were for enrolling into the AMI program. Existing subscribers to the AMI were entitled to the additional twenty-five (25) warrants once, if they purchased at least one (1) unit during the Unit program. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $2.00. The warrant is referred to as "ZNWAL." The warrants became exercisable on August 26, 2019 and continue to be exercisable through August 26, 2021 at a per share exercise price of $2.00. On December 9, 2019 Zion filed an Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-235299) solely for the purpose of re-filing a revised Exhibit 5.1 to the Registration Statement. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement and accordingly, such prospectus has not been included herein. For the three months ended March 31, 2020, and 2019, approximately $9,109,000, and $2,528,000 was raised under the DSPP program, respectively. The company raised approximately $1,404,000 from the period April 1, 2020 through May 6, 2020, under the DSPP program. The warrants represented by the ticker ZNWAA are tradable on the Nasdaq market. However, all of the other warrants characterized above, in the table below, and throughout this Form 10-K, are not tradeable and are used internally for classification and accounting purposes only. F. Subscription Rights Offering On April 2, 2018 the Company announced an offering ("2018 Subscription Rights Offering") through American Stock Transfer & Trust Company, LLC (the "Subscription Agent"), at no cost to the shareholders, of non-transferable Subscription Rights (each "Right" and collectively, the "Rights") to purchase its securities to persons who owned shares of our Common Stock on April 13, 2018 ("the Record Date"). Pursuant to the 2018 Subscription Rights Offering, each holder of shares of common stock on the Record Date received non-transferable Subscription Rights, with each Right comprised of one share of the Company Common Stock, par value $0.01 per share (the "Common Stock") and one Common Stock Purchase Warrant to purchase an additional one share of Common Stock. Each Right could be exercised or subscribed at a per Right subscription price of $5.00. Each Warrant affords the investor the opportunity to purchase one share of the Company Common Stock at a warrant exercise price of $3.00. The warrant is referred to as "ZNWAI." The warrants became exercisable on June 29, 2018 and continue to be exercisable through June 29, 2020 at a per share exercise price of $3.00, after the Company, on December 4, 2018, extended the termination date of the Warrant by one (1) year from the expiration date of June 29, 2019 to June 29, 2020. On May 29, 2019, the Company extended the termination date of the ZNWAI Warrant by one (1) year from the expiration date of June 29, 2020 to June 29, 2021. Each shareholder received .10 (one tenth) of a Subscription Right (i.e. one Subscription Right for each 10 shares owned) for each share of the Company's Common Stock owned on the Record Date. The 2018 Subscription Rights Offering terminated on May 31, 2018. The Company raised net proceeds of approximately $3,038,000, from the subscription of Rights, after deducting fees and expenses of $243,000 incurred in connection with the rights offering. G. Warrants Extended On December 4, 2018, the Company executed an Amendment to certain Warrant Agent Agreements (the "Agreements") between the Company and American Stock Transfer & Trust Company ("AST"). The Company has implemented Agreements with AST as the Company's Warrant Agent (the "Warrant Agent"), under a Warrant Agent Agreement dated February 2, 2015 for the Warrant ZNWAD, under a Warrant Agent Agreement dated February 1, 2018 for the Warrant ZNWAH, under a Warrant Agent Agreement dated April 2, 2018 for the Warrant ZNWAI and under a Warrant Agent Agreement dated August 21, 2018 for the Warrant ZNWAJ. The Warrant ZNWAD had an expiration date of May 2, 2019, the Warrant ZNWAH had an expiration date of April 19, 2019, the Warrant ZNWAI had an expiration date of June 29, 2019 and the Warrant ZNWAJ had an expiration date of October 29, 2019. Pursuant to Section 3.2 of the Warrant Agent Agreements, the Company in its sole discretion extended the termination date of the above Warrants by delaying the Expiration Dates and such extension shall be identical in duration among all of the Warrants. The Company extended the duration of the Warrant ZNWAD by one (1) year from the expiration date of May 2, 2019 to May 2, 2020. The Company extended the duration of the Warrant ZNWAH by one (1) year from the expiration date of April 19, 2019 to April 19, 2020. The Company extended the duration of the Warrant ZNWAI by one (1) year from the expiration date of June 29, 2019 to June 29, 2020. The Company extended the duration of the Warrant ZNWAJ by one (1) year from the expiration date of October 29, 2019 to October 29, 2020. On May 29, 2019, the Company executed an Amendment to certain Warrant Agent Agreements (the "Agreements") between the Company and American Stock Transfer& Trust Company, ("AST"). The Company has implemented Agreements with AST as the Company's Warrant Agent (the "Warrant Agent"), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA, under a Warrant Agent Agreement dated November 1, 2016 for the Warrant ZNWAE, under a Warrant Agent Agreement dated May 22, 2017 for the Warrant ZNWAF, and under the Warrant Agent Agreement dated December 7, 2018 for the warrant ZNWAK. The Warrant ZNWAA has an expiration date of January 31, 2020, Warrant ZNWAD has an has an expiration date of May 2, 2020, Warrant ZNWAE has an expiration date of May 1, 2020, Warrant ZNWAF has an expiration date of August 14, 2020, Warrant ZNWAH has an expiration date of April 19, 2020, Warrant ZNWAI has an expiration date of June 29, 2020, Warrant ZNWAJ has an expiration date of October 29, 2020 and the Warrant ZNWAK has an expiration date of February 25, 2020. Pursuant to Section 3.2 of the Warrant Agent Agreements, on May 29, 2019, the Company in its sole discretion extended the duration of the above Warrants by delaying the Expiration Dates and such extension shall be identical in duration among all of the Warrants. The Company extended the duration of the Warrant ZNWAA by one (1) year from the expiration date of January 31, 2020 to January 31, 2021. The Company extended the duration of the Warrant ZNWAD by one (1) year from the expiration date of May 2, 2020 to May 2, 2021. The Company extended the duration of the Warrant ZNWAE by one (1) year from the expiration date of May 1, 2020 to May 1, 2021. The Company extended the duration of the Warrant ZNWAF by one (1) year from the expiration date of August 14, 2020 to August 14, 2021.The Company extended the duration of the Warrant ZNWAH by one (1) year from the expiration date of April 19, 2020 to April 19, 2021. The Company extended the duration of the Warrant ZNWAI by one (1) year from the expiration date of June 29, 2020 to June 29, 2021. The Company extended the duration of the Warrant ZNWAJ by one (1) year from the expiration date of October 29, 2020 to October 29, 2021. The Company extended the duration of the Warrant ZNWAK by one (1) year from the expiration date of February 25, 2020 to February 25, 2021. H. Warrant Table The warrants balances at December 31, 2019 and transactions since January 1, 2020 are shown in the table below: Warrants Exercise Warrant Termination Date Outstanding Balance, 12/31/2019 Warrants Warrants Exercised Warrants Expired Outstanding Balance, 03/31/2020 ZNWAA $ 2.00 01/31/2021 1,498,804 - - - 1,498,804 ZNWAD $ 1.00 05/02/2021 243,853 - - - 243,853 ZNWAE $ 1.00 05/02/2021 2,144,470 - (196 ) - 2,144,274 ZNWAF $ 1.00 08/14/2021 359,585 - - - 359,585 ZNWAG $ 1.00 01/08/2021 240,578 - - - 240,578 ZNWAH $ 5.00 04/19/2021 372,400 - - - 372,400 ZNWAI $ 3.00 06/29/2021 640,730 - - - 640,730 ZNWAJ $ 1.00 10/29/2021 546,000 - - - 546,000 ZNWAK $ 0.01 02/25/2021 457,725 - (6,250 ) - 451,475 ZNWAL $ 2.00 08/26/2021 517,925 - - - 517,925 Outstanding warrants 7,022,070 - (6,446 ) - 7,015,624 I. 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 B March 2013 – December 2014 2.00 January 31, 2021 ZNWAD Warrants A,B January 2015 – March 2016 1.00 May 02, 2021 ZNWAE Warrants B November 2016 – March 2017 1.00 May 01, 2021 ZNWAF Warrants A,B May 2017 – July 2017 1.00 August 14, 2021 ZNWAG Warrants October 2017 – December 2017 1.00 January 08, 2021 ZNWAH Warrants A,B February 2018 5.00 April 2, 2021 ZNWAI Warrants A,B April 2018 – May 2018 3.00 June 29, 2021 ZNWAJ Warrants B August 2018 – September 2018 1.00 October 29, 2021 ZNWAK Warrants B December 2018 – January 2019 0.01 February 25, 2021 ZNWAL Warrants July 2019 – August 2019 2.00 August 26, 2021 * Zion's ZNWAB Warrants expired on May 2, 2017, and the ZNWAC Warrants expired on May 2, 2018 A On December 4, 2018, the Company extended the termination date of the Warrants by one (1) year. B On May 29, 2019, the Company extended the termination date of the Warrants by one (1) year. |