Form 8-K - Current report

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

December 6, 2023

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 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

Item 8.01 Other Events.

Zion Oil and Gas, Inc., a Delaware corporation, which has an active petroleum exploration operation onshore Israel on the Megiddo-Jezreel area, announces the approval on December 6, 2023 of its workplan by the Israel Ministry of Energy for its Megiddo-Jezreel #1 well (MJ-01) recompletion project.

Amidst the war in Israel following the atrocities on October 7, Zion has maintained secure operations with the site and rig unharmed. The company now targets a Q1 start date post-holidays. Zion has secured service contractors and ancillary items required for efficient operations. This workplan approval follows the acquisition of Exploration License 434 on September 19, 2023. This “Megiddo Valleys License” spans approximately 75,000 acres and signifies a deep commitment to Israel’s energy landscape. Zion will be implement cutting-edge technologies and stimulation methods to potentially unlock previous and newly identified zones of interest.”

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 –

Press release dated December 6, 2023

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.

Date: December 6, 2023

Zion Oil and Gas, Inc.

By:	/s/ Robert Dunn
	Robert Dunn
	Chief Executive Officer

Exhibit 99.1

Zion Oil & Gas, Inc. Receives Regulatory Approval for Strategic Recompletion Project in Israel

Zion Oil & Gas targets early 2024 to move forward with MJ-01 recompletion operations.

DALLAS, Texas, and CAESAREA, Israel, December 6, 2023 /PRNewswire/ -- Zion Oil & Gas, Inc. (OTCQX: ZNOG) announces the approval of its workplan by the Israel Ministry of Energy for its MJ-01 recompletion project.

“Israel is open for business and we are grateful for the Israeli government’s green light on our workplan, allowing us to move ahead with the MJ-01 recompletion project,” said Rob Dunn, CEO of Zion Oil & Gas. “This is an exciting time for Zion as we implement cutting-edge technologies and stimulation methods to potentially unlock previous and newly identified zones of interest.”

This workplan approval follows the acquisition of Exploration License 434 on September 19. This “Megiddo Valleys License” spans approximately 75,000 acres and signifies a deep commitment to Israel’s energy landscape.

“Our journey continues with an unwavering faith in God and the ongoing support of our shareholders,” said John Brown, Zion Founder and Chairman. “We appreciate all the support from so many who have joined us in this journey of faith for Israel’s oil and gas.”

Zion Oil & Gas, a US public company traded on OTCQX Best Market, explores for oil and gas onshore in Israel.

Zion currently has a Unit Program with Warrants until December 31, inviting supporters to be part of Israel’s promising energy future.

Investments can be made directly via Zion’s website at www.zionoil.com (www.zionoil.com/dspp) through Zion’s Direct Stock Purchase Program.

“The steadfast love of the Lord never ceases; his mercies never come to an end; they are new every morning; great is your faithfulness.”

Lamentations 3:22-23

“And let us not grow weary of doing good, for in due season we will reap, if we do not give up.”

Galatians 6:9

Contact:

Andrew Summey

VP, Marketing and Investor Relations

Zion Oil & Gas, Inc. (OTCQX: ZNOG)

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

Telephone: 888-891-9466

Email: info@zionoil.com

www.zionoil.com

FORWARD-LOOKING STATEMENTS: Statements in this communication that are not historical fact, including, but not limited to, statements regarding Zion’s operations and the results therefrom, including testing and completion; Zion’s ability to discover and produce oil in commercial quantities; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts; regulatory approvals needed for exploration within our license and the rig’s operation; the effect, if any, of the coronavirus pandemic on the timing of the operation of the well; the effect, if any, of the uncertainties associated with wars and skirmishes between Israel and other organizations and/or countries, and liquidity for shareholders on the OTC market are forward-looking statements as defined in the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties, and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Zion’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Zion’s filings with the SEC. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.

Cover	Dec. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2023
Entity File Number	001-33228
Entity Registrant Name	Zion Oil & Gas, Inc.
Entity Central Index Key	0001131312
Entity Tax Identification Number	20-0065053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12655 North Central Expressway
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75243
City Area Code	214
Local Phone Number	221-4610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false