SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) or (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
ZION
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
of incorporation or organization)
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20-0065053
(IRS.
Employer Identification No.)
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6510
Abrams Rd., Suite 300
Dallas,
TX 75231
(Address
of Principal Executive Offices)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to be so
registered
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Name
of each exchange on which
each class is to be
registered
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Common
Stock, $0.01 par value
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The
NASDAQ Stock Market, LLC
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Common
Stock Purchase Warrant
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The
NASDAQ Stock Market, LLC
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to
General
Instruction A.(c), check the following box. x
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to
General
Instruction A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates:
None
Securities
to be registered pursuant to Section 12(g) of the Act: None
For a description of the Registrant's common stock, par
value $0.01 per share (the "Common Stock"), to be registered hereunder,
reference is made to registrant's Registration Statement on Form SB-2 (File No.
333-131275), filed with the Securities and Exchange Commission on January 25,
2006 and amended on March 20, 2006, April 25, 2006, May 24, 2006, July 27, 2006,
August 18, 2006 and September 25, 2006, under "Description of Securities -
Business combination provision" and " - Amendments," which description is
incorporated herein by reference.
For a
description of the Registrant's common stock purchase warrants (the "Warrants"),
to be registered hereunder, reference is made to registrant’s Registration
Statement on Form S-3 filed with the Securities and Exchange Commission
on January 31, 2008 (as subsequently amended on April 22, 2008 and May 22,
2008), under the caption “Description of Securities to be Registered”, which
description is incorporated herein by reference.
ITEM
2. Exhibits
In
accordance with the “Instructions as to Exhibits” section of Form 8-A, no
exhibits are required to be filed herewith because no other securities of the
Company are registered on The NASDAQ Stock Market LLC nor are any of the
securities registered hereby to be registered pursuant to Section 12
(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Act of 1934, the registrant
has duly caused this registration statement to be signed by the undersigned,
duly authorized.
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ZION
OIL & GAS, INC.
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Date: September 1,
2009
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By:
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/s/ Richard
Rinberg
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Chief
Executive Officer
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