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)
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:
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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Warrants
included in Units
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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: 333-164563
Securities
to be registered pursuant to Section 12(g) of the Act: None
ITEM 1.
Description of Registrant's Securities to be Registered.
Registrant
is registering warrants (each a “Warrant” and collectively the “Warrants”) to
purchase one share of Registrant’s common stock, par value $0.01 per
share.
The
Warrants have been described in the Registrant’s Prospectus Supplement dated
September 29, 2010 to the Prospectus dated April 16, 2010 filed with the
Securities and Exchange Commission on April 28, 2010, which description is
incorporated herein by reference.
ITEM
2. Exhibits
3.1
Specimen Form of Warrant (incorporated
by reference to the Registrant’s Prospectus (File No. 333-164563) filed with the
Securities and Exchange Commission on September 29, 2010)
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: December 15,
2010
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By:
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/s/ Richard
Rinberg
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Richard
Rinberg
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Chief
Executive Officer
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