| Stockholders' Equity | Note
6 - Stockholders’ Equity A.
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 10 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 4,000,000 shares of Common
Stock for a total of 6,000,000 shares of Common Stock available thereunder. In
June 2017, the Company’s stockholders approved an increase in the number of shares of Common Stock available under the 2011
Plan for employees and consultants reserving for issuance thereunder an additional 10,000,000 shares of Common Stock for a total
of 16,000,000 shares of Common Stock available thereunder. During
the year ended December 31, 2020, the Company granted the following non-qualified options from the 2011 Plan for employees, directors
and consultants, to purchase as non-cash compensation (taxable 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.
ii. Options
to purchase 10,000 shares of Common Stock were granted to one staff member at an exercise price of $0.01 per share. The options
vested upon grant and are exercisable through September 1, 2030. The fair value of the options at the date of grant amounted
to approximately $2,000. During
the year ended December 31, 2019, the Company granted the following non-qualified options from the 2011 Plan for employees, directors
and consultants, to purchase as non-cash compensation (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.
ii. Options
to purchase 100,000 shares of Common Stock were granted to one senior officer at an exercise price of $0.01 per share. The
options are exercisable through May 1, 2029. However, the vesting and exercisability of these options is subject to the following
schedule: (a) 50,000 options vest on September 1, 2019 and (b) the remaining 50,000 options vest on January 1, 2020. The fair
value of the options at the date of grant amounted to $55,000.
iii. Options
to purchase 100,000 shares of Common Stock were granted to one senior officer at an exercise
price of $0.01 per share. The options vested upon grant and are exercisable through July
1, 2029. The fair value of the options at the date of grant amounted to approximately
$35,000.
iv. Options
to purchase 10,000 shares of Common Stock were granted to one staff member at an exercise price of $0.01 per share. The options
vested upon grant and are exercisable through September 1, 2029. The fair value of the options at the date of grant amounted
to approximately $3,000.
v. Options
to purchase 25,000 shares of Common Stock were granted to one senior officer at an exercise
price of $0.28 per share. The options vested upon grant and are exercisable through September
3, 2029. The fair value of the options at the date of grant amounted to approximately
$7,000.
vi. Options
to purchase 215,000 shares of Common Stock were granted to 10 staff members and consultants
at an exercise price of $0.01 per share. The options vested upon grant and are exercisable
through September 18, 2029. The fair value of the options at the date of grant amounted
to approximately $65,000.
vii. Options
to purchase 510,000 shares of Common Stock were granted to 19 senior officers, staff
members and consultants at an exercise price of $0.01 per share. The options vested upon
grant and are exercisable through November 18, 2029. The fair value of the options at
the date of grant amounted to approximately $73,000.
viii. Options
to purchase 150,000 shares of Common Stock were granted to one senior officer and one consultant at an exercise price of $0.16
per share. The options vested upon grant and are exercisable through December 10, 2029. The fair value of the options at the
date of grant amounted to approximately $18,000. B.
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 shares of common stock. Under the 2011 Directors’ Plan, only 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
Directors Plan, reserving for issuance thereunder an additional 2,000,000 shares of Common Stock for a total of 3,000,000 shares
of Common Stock available thereunder. In
June 2017, the Company’s stockholders approved an increase in the number of shares of Common Stock available under the 2011
Directors Plan, reserving for issuance thereunder an additional 4,000,000 shares of Common Stock for a total of 7,000,000 shares
of Common Stock available thereunder. During
the year ended December 31, 2020, the Company did not grant any qualified (market value) options from the 2011 Non-Employee Directors
Stock Option Plan to its directors. During
the year ended December 31, 2019, the Company granted the following qualified (market value) options from the 2011 Non-Employee
Directors Stock Option Plan for directors to purchase as non-cash compensation:
i. Options
to purchase 25,000 shares of Common Stock to one board member at an exercise price of
$0.28 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
$7,000.
ii. Options
to purchase 25,000 shares of Common Stock to one board member at an exercise price of
$0.18 per share. The options vested upon grant and are exercisable through December 2,
2025. The fair value of the options at the date of grant amounted to approximately $3,000.
iii. Options
to purchase 340,000 shares of Common Stock to four board members at an exercise price of $0.16 per share. The options vested
upon grant and are exercisable through December 10, 2025. The fair value of the options at the date of grant amounted to approximately
$37,000. C.
Warrants and Options The
Company has reserved 10,798,789 shares of common stock as of December 31, 2020, for the exercise of warrants and options
to employees and non-employees, of which 10,798,789 are exercisable. These warrants and options could potentially dilute basic
earnings per share in future years. The warrants and options exercise prices and expiration dates are as follows:
Exercise Number
of Expiration Warrants
or
US$
To
non-employees
0.01 10,000 October
01, 2027 Options
0.01 7,500 January
01, 2028 Options
0.01 30,000 February
28, 2028 Options
0.01 80,000 November
18, 2029 Options
0.16 75,000 December
10, 2029 Options
1.67 105,000 October
01, 2024 Options
1.70 115,000 December
20, 2022 Options
2.61 97,000 December
04, 2021 Options
To
employees and directors
0.01 10,000 November
11, 2023 Options
0.01 5,000 June
11, 2024 Options
0.01 20,000 June
05, 2026 Options
0.01 130,000 January
01, 2027 Options
0.01 60,000 April
17, 2027 Options
0.01 30,000 October
01, 2027 Options
0.01 90,000 January
01, 2028 Options
0.01 25,000 January
04, 2028 Options
0.01 6,000 April
06, 2028 Options
0.01 25,000 January
6, 2029 Options
0.01 50,000 May
01, 2029 Options
0.01 10,000 September
01, 2029 Options
0.01 125,000 September
18, 2029 Options
0.01 290,000 November
18, 2029 Options
0.01 60,000 January
05, 2030 Options
0.01 10,000 September
02, 2030 Options
0.16 340,000 December
10, 2025 Options
0.16 75,000 December
10, 2029 Options
0.18 25,000 December
02, 2025 Options
0.28 25,000 September
03, 2025 Options
0.28 25,000 September
03, 2029 Options
1.33 25,000 May
01, 2023 Options
1.38 105,307 January
02, 2025 Options
1.55 250,000 June
05, 2022 Options
1.67 300,943 October
01, 2024 Options
1.70 103,500 December
20, 2022 Options
1.75 250,000 June
07, 2023 Options
1.78 25,000 September
04, 2024 Options
2.03 25,000 May
01, 2021 Options
2.31 250,000 January
01, 2024 Options
2.61 374,500 December
04, 2021 Options
4.15 25,000 July
02, 2024 Options
To
investors
0.01 437,875 February
25, 2023 Warrants
1.00 243,853 May
02, 2023 Warrants
1.00 545,900 October
29, 2023 Warrants
1.00 2,144,099 March
03, 2023 Warrants
1.00 359,435 August
14, 2023 Warrants
1.00 240,068 January
08, 2023 Warrants
2.00 1,498,804 January
31, 2023 Warrants
2.00 517,875 August
25, 2023 Warrants
3.00 640,730 June
29, 2023 Warrants
5.00 372,400 April
19, 2023 Warrants
Total
outstanding 1.45 * 10,798,789
* Weighted
Average The
stock option transactions since January 1, 2019 are shown in the table below:
Number
of shares Weighted
Average exercise
US$
Outstanding, December 31, 2018 4,788,443 1.37
Changes during 2019 to:
Granted to employees, officers, directors and others 1,525,000 0.06
Expired/Cancelled/Forfeited (410,693 ) 2.06
Exercised (707,500 ) 0.01
Outstanding, December 31, 2019 5,195,250 1.12
Changes during 2020 to:
Granted to employees, officers, directors and others* 120,000 0.01
Expired/Cancelled/Forfeited (865,000 ) 1.74
Exercised (652,500 ) 0.01
Outstanding, December 31, 2020 3,797,750 1.14
Exercisable, December 31, 2020 3,797,750 1.14 The
aggregate intrinsic value of options exercised during 2020, and 2019 was approximately $137,000, and $155,000 respectively. The
aggregate intrinsic value of the outstanding options and warrants as of December 31, 2020, totaling 10,798,789 was approximately
$1,757,000. The
aggregate intrinsic value of the outstanding options and warrants as of December 31, 2019, totaling 12,217,320 was approximately
$339,000. The
following table summarizes information about stock options outstanding as of December 31, 2020:
Shares
underlying outstanding options (non-vested) Shares
underlying outstanding options (fully vested)
Range
of Number
outstanding Weighted
average remaining contractual Weighted Range
of exercise Number Weighted average
remaining contractual Weighted
US$ US$ US$ US$
— — — — 0.01 10,000 2.86 0.01
— — — — 0.01 5,000 3.45 0.01
— — — — 0.01 20,000 5.42 0.01
— — — — 0.01 130,000 6.00 0.01
— — — — 0.01 60,000 6.29 0.01
— — — — 0.01 40,000 6.74 0.01
— — — — 0.01 97,500 7.00 0.01
— — — — 0.01 25,000 7.00 0.01
— — — — 0.01 30,000 7.15 0.01
— — — — 0.01 6,000 7.26 0.01
— — — — 0.01 25,000 8.01 0.01
— — — — 0.01 50,000 8.33 0.01
— — — — 0.01 10,000 8.66 0.01
— — — — 0.01 125,000 8.71 0.01
— — — — 0.01 370,000 8.88 0.01
— — — — 0.01 60,000 9.01 0.01
— — — — 0.01 10,000 9.67 0.01
— — — — 0.16 340,000 4.94 0.16
— — — — 0.16 150,000 8.94 0.16
— — — — 0.18 25,000 4.91 0.18
— — — — 0.28 25,000 4.67 0.28
— — — — 0.28 25,000 8.67 0.28
— — — — 1.33 25,000 2.32 1.33
— — — — 1.38 105,307 4.01 1.38
— — — — 1.55 250,000 1.43 1.55
— — — — 1.67 405,943 3.75 1.67
— — — — 1.70 218,500 1.97 1.70
— — — — 1.75 250,000 2.43 1.75
— — — — 1.78 25,000 3.68 1.78
— — — — 2.03 25,000 0.33 2.03
— — — — 2.31 250,000 3.00 2.31
2.61 471,500 0.93 2.61
— — — — 4.15 25,000 3.50 4.15
0.01-4.15 3,797,750 1.14 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
2020 2019
Weighted-average fair value of underlying
stock at grant date $ 0.50 $ 0.24
Dividend yields — —
Expected volatility 90%-103% 87%-113%
Risk-free interest rates 0.26%-1.61% 1.35%-2.53%
Expected life (in years) 5.00 3.00-5.34
Weighted-average grant date fair value $ 0.49 $ 0.21 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
2020 2019
Weighted-average fair value of underlying stock at grant date $ — $ 0.16
Dividend yields — —
Expected volatility — 81%-82%
Risk-free interest rates — 1.80%-1.85%
Expected life (in years) — 10.00
Weighted-average grant date fair value $ — $ 0.15 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 year ended December 31,
2020 2019
US$
thousands US$
thousands
59 286 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,
2020 2019
US$
thousands US$
thousands
— 33 The
following table sets forth information about the compensation cost of option issuances recognized and capitalized to Unproved
Oil & Gas properties:
For
the year ended December 31,
2020 2019
US$
thousands US$
thousands
— 3 E.
Dividend Reinvestment and Stock Purchase Plan (“DSPP”) On
March 13, 2014 Zion filed a registration statement on Form S-3 that is part of a replacement registration statement that was filed
with the SEC using a “shelf” registration process. The registration statement was declared effective by the SEC on
March 31, 2014. 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
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. 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
September 15, 2020, the Company extended the termination date of the ZNWAD Warrant by two (2) years from the expiration date of
May 2, 2021 to May 2, 2023. 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 continued 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. On
September 15, 2020, the Company extended the termination date of the ZNWAE Warrant by two (2) years from the expiration date of
May 1, 2021 to May 1, 2023. 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
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 continued 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. On
September 15, 2020, the Company extended the termination date of the ZNWAF Warrant by two (2) years from the expiration date of
August 14, 2021 to August 14, 2023. 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
September 15, 2020, the Company extended the termination date of the ZNWAH Warrant by two (2) years from the expiration date of
April 2, 2021 to April 2, 2023. 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 continued 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
September 15, 2020, the Company extended the termination date of the ZNWAJ Warrant by two (2) years from the expiration date of
October 29, 2021 to October 29, 2023. 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 continued 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
September 15, 2020, the Company extended the termination date of the ZNWAK Warrant by two (2) years from the expiration date of
February 25, 2021 to February 25, 2023. 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 initiated
another Unit Option Program 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
September 15, 2020, the Company extended the termination date of the ZNWAL Warrant by two (2) years from the expiration date of
August 26, 2021 to August 26, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no
value assigned to this extension. Under our Plan, the Company under a Request
For Waiver Program executed Waiver Term Sheets of a unit option program consisting of a Unit (shares of stock and warrants) of
its securities and subsequently an option program consisting of shares of stock to a participant. The participant’s Plan
account was credited with the number of shares of the Company’s Common Stock and Warrants that were acquired. During 2020,
the participant contributed approximately 85% of the cash raised through the DSPP. Each warrant affords the participant the opportunity
to purchase one share of our Common Stock at a warrant exercise price of $1.00. The warrant shall have the company notation of
“ZNWAM.” The warrants will not be registered for trading on the OTCQX or any other stock market or trading market.
The warrants became exercisable on January 15, 2021 and continue to be exercisable through July 15, 2022 at a per share exercise
price of $1.00. On February 1, 2021, the Company initiated
its most recent Unit Option Program and it terminated on March 17, 2021. The Unit Option Program
consisted of Units of the Company’s securities where each Unit (priced at $250.00 each) was comprised of (i) the number
of Common Stock shares represented by the high-low average on the purchase date and (ii) Common Stock purchase warrants to purchase
an additional twenty-five (25) shares of Common Stock at a per share exercise price of $1.00. 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 or who enrolled in the separate Automatic
Monthly Investments (“AMI”) program at a minimum of $50.00 per month or more, received an additional ten (10) warrants
at an exercise price of $1.00 during this Unit Option Program. The ten (10) additional warrants were for enrolling into the AMI
program. Existing subscribers to the AMI were also entitled to the additional ten (10) warrants once, provided that 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 $1.00. The warrant is referred to as “ZNWAN.” 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. The company raised approximately $2,164,000
from the period January 1, 2021 through March 22, 2021, under the DSPP program. For
the years ended December 31, 2020, and 2019, approximately $28,390,000, and $14,232,000 was raised under the DSPP program, respectively. The warrants represented by the company notation ZNWAA are tradeable
on the OTCQX market under the symbol ZNOGW. 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 |
