Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|
333-131875
|
|
20-0065053
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
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))
|
Item
1.01 : Entry into Material Definitive Agreement
On
October 24, 2008 (the “Initial Closing”), Zion Oil & Gas, Inc. (the
“Company”) accepted subscription agreements in a total amount of $3,509,940
received from 732 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 350,994
Units, corresponding to 350,994 shares of common stock and warrants for an
additional 350,994 shares of common stock to be issued by Zion.
At
the
Initial Closing the Company issued instructions to the escrow agent to disburse
proceeds of the cash subscriptions in the amount of $3,269,145.00 to the
Company. The remaining $240,795.00 of funds in the escrow account were
distributed at the Initial 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: $ 150,496.87 in commissions and $90,298.13 of expense reimbursement.
The
Units
will commence trading following the Initial Closing and continue to be tradable
until the 30th
day
after the Termination Date (as defined below) of the Offering, at which time
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 only on the 31st
day
following the Termination Date and will continue to be exercisable through
January 31, 2012 at a per share exercise price of $7.00.. The Units will trade
on the NYSE Alternext US LLC under the symbol ZN.U
and the
warrant will trade (following the Termination Date) under the symbol
ZN.WS.
The
offering will terminate on the earlier to occur of (the “Termination Date”: (i)
January 9, 2009, (ii) the date on which a total of 2,500,000 units have been
subscribed and accepted, or (iii) such date as announced by the Company on
no
less than two trading days' prior notice.
The
Company will use the proceeds of the initial closing for the purposes and in
the
amounts described in the Registration Statement.
Exhibit
99 - Press Release dated October 24, 2008.
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.
|
|
Zion
Oil and Gas, Inc.
|
|
|
|
|
|
Date: October
24, 2008
|
By:
|
/s/ Richard
J. Rinberg
|
|
|
Richard
J. Rinberg
|
|
|
Chief
Executive Officer
|