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
June 11, 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 | | 20-0065053 |
| (Commission File Number) | | (IRS Employer
Identification No.) |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of 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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common | | ZN | | Nasdaq Capital Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Certain Officers
On June 11, 2020, upon the recommendation by the Nominating and Corporate Governance Committee of Zion Oil & Gas (the “Company”), the Board of Directors (the “Board”) appointed Mr. Robert Dunn as Chief Executive Officer. Mr. Dunn will also continue in his role as Chief Operating Officer. Effective June 11, 2020, Mr. John Brown has resigned from his position as Chief Executive officer and will remain as the Executive Chairman of the Board without any change to the terms his Employment Agreement dated January 1, 2014.
Robert Dunn joined the Company as Director of Operations, effective May 1, 2019 and was appointed Senior Vice President and Chief Operating Officer on June 13, 2019. Mr. Dunn’s impressive resume includes over 26 years of senior management and field operations focusing on technologically driven seismic acquisition across the globe. During the past decade of working in the Eastern Hemisphere, Mr. Dunn has acquired more than 7,800 square kilometers of 3D and 10,000 kilometers of 2D seismic surveys, which have helped exploration and production customers to make informed decisions in their exploration programs.
Mr. Dunn’s considerable experience extends to the early ’90s and includes logistics/acquisition management in remote regions ranging from the Arctic to South American jungles as Project Manager and Technical/Recording Crew Manager for CGG Veritas, where his innovations helped Veritas become the largest and most trusted name in the geophysical industry. Mr. Dunn was President of Geophysical for Viking Services from 2012 before joining Zion. In that capacity, Mr. Dunn managed all aspects of geophysical exploration in Europe, Turkey, and Africa, seeing Viking acquire over 7,800 square kilometers of 3D seismic and 10,000 kilometers of 2D seismic. During his tenure, Mr. Dunn also implemented operational plans in Hungary, Romania, Bulgaria, and Iraq as Managing Director of Central European Drilling and Oilfield Services in Northern Iraq. Before this, Mr. Dunn oversaw Viking’s acquisition of over 2,200 square kilometers of 3D seismic as Technical Operations Manager, leading to the discovery of new basins. Mr. Dunn is a member of the Society of Exploration Geophysicists, the European Association of Geophysical Exploration and the American Chamber of Commerce. He holds several technical certifications from industry groups.
Appointment to Board of Directors
Upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mr. Robert Dunn to the Board of Directors, effective June 11, 2020, to fill a vacancy on the Board as a Class III Director.
In connection with his promotion to Chief Executive Officer and election to the Board, Mr. Dunn will continue to receive his annual salary of $250,000, as well as other employee benefits, pursuant to his Employment Agreement effective May 1, 2019. Mr. Dunn owns 50,000 shares of Company stock and has an additional 50,000 vested options to purchase additional Company stock.
Mr. Dunn is not a party to any other material plan, contract or arrangement with the Company, nor has any other material plan, contract or arrangement to which he is a party been modified as a result of their respective promotions described above. In addition, Mr. Dunn does not have any familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)) in connection with his promotion described above.
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: June 15, 2020 | By: | /s/ John M. Brown |
| | | John M. Brown |
| | | Executive Chairman |
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