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
April 26,
2010
____________________________________
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)
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001-33228
(Commission
File Number)
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20-0065053
(IRS
Employer Identification No.)
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6510
Abrams Road, Suite 300, Dallas, TX 75231
_____________________________________
(Address
of Principal Executive Offices)
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))
On April
26, 2010, Zion Oil & Gas, Inc. ("Zion" or the "Company") issued a press
release announcing that it will be commencing a subscription rights offering. A
copy of the press release is attached hereto as Exhibit 99.1.
Pursuant
to the rights offering, the Company will distribute subscription rights, at no
charge, to each record holder of its common stock as of 5:00 p.m., Eastern
Standard time on the record date of May 6, 2010, the record date for the offer.
Each subscription right represents the right to purchase one share of the
Company’s common stock at a price of $5.00 per share, and may be exercised at
any time prior to 5:00 p.m. Eastern Standard time on June 30, 2010, the
scheduled expiration of the offer; however, Zion may extend the offering period
at its sole discretion. If the rights offering is fully subscribed,
then the gross proceeds of the offering will be approximately $46 million. The
rights offering will also include an over-subscription privilege, that will
entitle a stockholder who exercises all of their basic subscription privilege
the right to purchase additional shares of common stock that remain unsubscribed
at the expiration of the rights offering, subject to the availability and pro
rata allocation of shares among stockholders exercising their over-subscription
right. If the rights offering is over-subscribed, then Zion may, in its sole
discretion, elect to offer a number of additional shares to fulfill
over-subscription requests such that the maximum gross proceeds in the offering
would be $50 million.
The
subscription rights are not transferable and will be evidenced by subscription
rights certificates. Fractional shares of the Company’s common stock will not be
issued.
The
rights offering will be conducted via an existing effective shelf registration
statement. The Company will mail rights offering materials, including a
prospectus supplement and a subscription rights certificate, to the record
holders on or about May 10, 2010. The proceeds from the rights offering are
expected to be used for the purchase a 51% interest in a new company (Zion
Drilling, Inc. that will own a 2,000 horsepower drilling rig, to drill further
'deep' exploration wells on Zion's licenses in Israel (in continuation of Zion's
oil and gas exploration efforts) and for general corporate
purposes.
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Item 9.01
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Financial
Statements and Exhibits.
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Description
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99.1
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Press
Release, dated April 26,
2010.
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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.
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Zion
Oil and Gas, Inc.
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Date: April
26, 2010
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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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