Unassociated Document
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
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January
16, 2009
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Date of Report (Date of earliest event reported)
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Zion Oil & Gas, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of incorporation)
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333-131875
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20-0065053
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(Commission File Number)
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(IRS Employer Identification No.)
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6510 Abrams Road, Suite 300, Dallas, TX 75231
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(Address of Principal Executive Offices)
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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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
1.01 : Entry into Material Definitive Agreement
On
January 16, 2009 (the “Final Closing”), Zion Oil & Gas, Inc. (the “Company”)
accepted subscription agreements in a total amount of $2,490,390 received from
718 subscribers to its follow-on public offering of units (each a “Unit”) of its
securities (the "Offering"). The Offering is the subject of the
Company's Registration Statement on Form S-3 which was declared effective on May
14, 2008 (the "Registration Statement"). Each unit consists of (i) one share of
common stock, par value $.01 per share, and (ii) one warrant to purchase one
share of common stock at a per share exercise price equal to $7.00. Pursuant to
the accepted subscription agreements, the subscribers subscribed for 249,039
Units, corresponding to 249,039 shares of common stock and warrants for an
additional 249,039 shares of common stock to be issued by Zion. Of
the total subscriptions subject of the accepted agreements, $2,364,640 were for
cash and $125,750 were debt conversion. The Company previously held on October
24, 2008 and December 2, 2008, initial and second closings on the Offering in
which it issued 417,204 Units, raising gross proceeds of
$4,172,040. In total, the Company raised from its follow-on offering,
which ended on January 9, 2009, gross proceeds of $6,663,430, of which
$6,417,680 was for cash, $240,000 was debt conversion related to the deferred
salary due to two officers of Zion and $5,750 was in settlement of fees due to
two service providers. In respect of the total amount raised, Zion issued
666,343 Units.
On
January 20, 2009, the Company issued instructions to the escrow agent to
disburse proceeds of the cash subscriptions in the amount of $2,175,469 to the
Company. The remaining $189,171 of funds in the escrow account were distributed
at the Third Closing to Brockington Securities Inc., the underwriter of the
offering, and its placement agents, in accordance with the terms of the
underwriting agreement as described in the Registration Statement, as follows: $
118,232 in commissions and $70,939 of expense reimbursement.
Effective
February 9, 2009, the shares and the warrants included in the Unit will separate
and trade separately, and the Unit as such will cease to exist. The warrant
included in the unit will first become exercisable February 9, 2009 and will
continue to be exercisable through January 31, 2012 at a per share exercise
price of $7.00. The Units will trade under the symbol “ZN.U” and the warrant will
trade under the symbol “ZN.WS”.
The
Company will use the proceeds of this closing for the purposes and in the
amounts described in the Registration Statement.
Exhibit
99 - Press Release dated January 21, 2009.
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.
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Zion
Oil and Gas, Inc.
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Date: January
21, 2009
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By:
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/s/ Richard
J. Rinberg
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Richard
J. Rinberg
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Chief
Executive Officer
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