Item 8.01 Other Events.
On May 15, 2023, Zion Oil & Gas, Inc. (the
“Company”) filed with the Securities and Exchange Commission (the “SEC”) an Amendment No. 3 to the Prospectus
Supplement dated as of December 15, 2021 (“Original Prospectus Supplement”) and accompanying base prospectus dated December
1, 2021 (collectively, the “Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan
(the “Plan” or “DSPP”). The Prospectus forms a part of the Company’s Registration Statement on Form S-3 (File
No. 333-261452), as amended, which was declared effective by the SEC on December 15, 2021 (the “Registration Statement”).
An Amendment No. 3 to the Prospectus Supplement
is being filed on May 15, 2023. This Amendment No. 3 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No. 3 to
Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement, the base Prospectus and Amendment No. 1.
This Amendment No. 3 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 3 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.
Amendment No. 3 - New Unit Option under the
Unit Program
Under our Dividend Reinvestment
and Common Stock Purchase Plan (the “Plan”), we are providing a Unit Option under our Unit Program with this Amendment No.
3. This Unit Option period begins on May 15, 2023 and terminates on June 15, 2023.
Our Unit Program consists
of the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined in the Original Prospectus
Supplement and Amendment No. 1. Amendment No. 3 provides the option period, unit price and the determination of the number of shares of
Common Stock and warrants per unit. This Unit Option begins on May 15, 2023 and is scheduled to terminate on June 15, 2023. The Unit Option
consists of Units of our securities where each Unit (priced at $250.00 each) is 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 OTCQX on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional
two hundred (200) shares of Common Stock at a per share exercise price of $0.25. The participant’s Plan account will be 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 $0.25. The warrant shall have
the Company notation of “ZNWAZ” and will not be registered for trading on the OTCQX or any other stock market or trading market.
Plan participants, who enroll
into the Unit Program with the purchase of at least one Unit and enroll in the separate Automatic Monthly Investments (“AMI”)
program at a minimum of $50.00 per month, will receive an additional three hundred (300) warrants at an exercise price of $0.25 during
this Unit Option Program. The three hundred (300) additional warrants are for enrolling into the AMI program and shall receive the above
warrant with the Company notation of “ZNWAZ.” Existing subscribers to the AMI are entitled to the additional three hundred
(300) warrants, if they purchase at least one (1) Unit during the Unit program and by increasing their monthly amount above the minimum
$50.00 per month.
The ZNWAZ warrants will become
exercisable on July 17, 2023 and continue to be exercisable through July 17, 2024 at a per share exercise price of $0.25.
Checks, bank wire payments,
or electronic bank payments for purchases received by the Plan Agent, or at the offices of the Company, before 4 p.m. (EST) on a business
day generally will be recorded as purchased on the same business day (the “Purchase Date”). Checks, bank wire payments, or
electronic bank payments for purchases received by the Plan Agent, or at the offices of Company, after 4 p.m. (EST) on a business day
generally will be recorded as purchased on the next business day for the Purchase Date. Electronic bank payments are treated as received
and recorded on the date of receipt of the funds into the Plan Agent’s or the Company’s bank account. Under the AMI program,
all optional cash payments will be invested in our Common Stock on the 20th day of each calendar month and if such day falls
on a holiday or a weekend, then on the next trading day.
Accordingly, all references in the Original Prospectus
Supplement concerning the Unit Option Program continue, except for the substitution of the Unit Option Program details under Amendment
No. 3 and the prior Amendment No. 1. All other Plan features, conditions and terms remain unchanged.
Warrant Agent Agreement
Effective May 15, 2023, the Company executed a
Warrant Agent Agreement with AST as the Warrant Agent (Exhibit 4.11) below, for the warrant notated as ZNWAZ under the Unit Option Program
beginning May 15, 2023 as described under Amendment No. 3.
The Company is filing the items included in Exhibits
4.10 and 4.11 to this Current Report on Form 8-K, each of which relates to the above Registration Statement, for the purpose of incorporating
such items as exhibits to the Registration Statement for the DSPP Unit Option Program beginning May 15, 2023.
