Form 8-K - Current report

 

 

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

 

June 3, 2024

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)

 

001-33228		20-0065053
(Commission File Number)		(IRS Employer Identification No.)

 

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

(Address of Principal Executive Offices) (Zip Code)

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

 

 

 

 

 

 

Item 8.01 Other Events.

 

Zion Oil and Gas, Inc., a Delaware corporation, which has an active petroleum exploration operation onshore Israel on the Megiddo-Jezreel area, announces the start of recompletion operations for the Megiddo-Jezreel #1 well (MJ-01). Crews are mobilizing, and boots are officially on the ground, marking an exciting step forward in our journey towards Israel’s onshore energy potential.

 

Amidst the ongoing conflict in Israel, Zion is thankful that the location is safe and ready for operations. There have not been any security concerns at our location and the project has not been significantly delayed despite unprecedented challenges.

 

The operations have faced some logistical challenges due to the war; the biggest being the unexpected embargo that Turkey placed on trade with Israel. In early May, after Zion had commercially contracted services, equipment, and material from Turkey, the Turkish government announced that no equipment or material would be allowed to leave Turkey destined for Israeli ports. Consequently, the operations team was required to find alternate vendors and contractors on short notice to move forward.

 

Zion was able to secure contractual services from vendors located in Romania, Greece, and the United States with minimal impact and delay to the overall program timeline. The rig crew has assembled in Israel and will begin repair and maintenance on the drilling rig over the next couple of weeks. Then, the crew will rig down and have the rig’s critical components inspected and recertified prior to moving over MJ-01 and rigging back up. This is estimated to take an additional two to three weeks. While this is ongoing, the crew will mobilize the equipment necessary to re-open the MJ-01 well.

 

After opening the well, Zion will implement cutting-edge technologies and innovative stimulation techniques on the MJ-01 well to potentially unlock hydrocarbon flows in both previously and newly identified zones of interest. The recompletion operations, involving a comprehensive work plan approved by the Israeli Ministry of Energy, are set to proceed through Q3 2024.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 –		Press release dated June 3, 2024
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

 

1

 

 

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: June 3, 2024	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

 

2

 

Exhibit 99.1

 

Zion Oil & Gas, Inc. Announces Start of Recompletion Operations for our MJ-01 Well in Israel

 

Unit Program Extended Through August

 

DALLAS, Texas, and CAESAREA, Israel, June 3, 2024 — Zion Oil & Gas, Inc. (OTC: ZNOG) is pleased to announce the start of recompletion operations for the MJ-01 well in Israel. Crews are mobilizing, and boots are officially on the ground, marking an exciting step forward in our journey towards Israel’s onshore energy potential.

 

OPERATIONS HAVE COMMENCED

 

Amidst the ongoing conflict in Israel, Zion is thankful that our location is safe and ready for operations. Thus far, there have not been any security concerns at our location and the project has not been significantly delayed despite unprecedented challenges.

 

The operations have, however, faced some logistical challenges due to the war; the biggest being the unexpected embargo that Turkey placed on trade with Israel. In early May, after Zion had commercially contracted services, equipment, and material from Turkey, the Turkish government announced that no equipment or material would be allowed to leave Turkey destined for Israeli ports. Consequently, the operations team was required to find alternate vendors and contractors on short notice to move forward.

 

Zion was able to secure contractual services from vendors located in Romania, Greece, and the United States with minimal impact and delay to the overall program timeline. This event and realignment of contractors on short notice is a challenge Zion was able to overcome. This is just one of numerous examples of God’s provisions as Zion has continued to press forward during this trying time in Israel.

 

“Our rig crew has assembled in Israel and will begin repair and maintenance on our drilling rig over the next couple of weeks,” said Monty Kness, VP of Operations. “Afterwards, the crew will rig down and have the rig’s critical components inspected and recertified prior to moving over MJ-01 and rigging back up. This is estimated to take an additional two to three weeks. While this is ongoing, the crew will mobilize the equipment necessary to re-open the MJ-01 well.”

 

After opening the well, Zion will implement cutting-edge technologies and innovative stimulation techniques on the MJ-01 well to potentially unlock hydrocarbon flows in both previously and newly identified zones of interest. The recompletion operations, involving a comprehensive work plan approved by the Israeli Ministry of Energy, are set to proceed through Q3 2024.

 

 

 

 

“Operations have officially kicked off, and our crew is fully engaged in safety testing and moving the rig,” said Zion Oil & Gas CEO, Rob Dunn. “We are ensuring all plans are followed to maximize the potential of the MJ-01 well.”

 

 

 

UNIT PROGRAM EXTENSION

 

In conjunction with these operational developments, Zion Oil & Gas is extending its current Unit Program. Originally set to conclude in May, the program will now run until August 31, 2024. This extension provides investors with additional time to participate in Zion’s mission of achieving Israel’s energy independence. Each $250 investment per unit includes $250 worth of ZNOG stock at the trading day’s high-low average and fifty 25-cent Warrants, with the exercise period extended to September 14, 2025.

 

Investors can join Zion’s mission directly through the company’s website at www.zionoil.com via Zion’s Direct Stock Purchase Program.

 

 

 

THANK YOU

 

John Brown, Zion Founder and Chairman, expressed deep appreciation for the unwavering support from shareholders and the diligent efforts of the team in Israel. “This operational kickoff for the MJ-01 recompletion underscores God’s faithfulness and the dedication of our team and supporters. We are thankful for the continued prayers and support during this pivotal time for Israel.”

 

2

 

 

Zion Oil & Gas, a US public company traded on OTC, is committed to exploring for oil and gas onshore in Israel, spanning approximately 75,000 acres under the Megiddo Valleys License 434.

 

 

 

Recompletion Site within the Zion Oil & Gas 75,000 acres Megiddo Valleys License

 

“Have I not commanded you?

Be strong and courageous.

Do not be afraid;

do not be discouraged,

for the Lord your God

will be with you wherever you go.”

 

Joshua 1:9

 

Contact:

Andrew Summey

VP, Marketing and Investor Relations

Zion Oil & Gas, Inc. (OTC: ZNOG)

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

Telephone: [phone]

Email: [e-mail]

www.zionoil.com

 

FORWARD-LOOKING STATEMENTS: Statements in this communication that are not historical fact, including, but not limited to, statements regarding Zion’s operations and the results therefrom, including testing and completion; Zion’s ability to discover and produce oil in commercial quantities; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts; regulatory approvals needed for exploration within our license and the rig’s operation; the effect, if any, of the uncertainties associated with wars and skirmishes between Israel and other organizations and/or countries, and liquidity for shareholders on the OTC market are forward-looking statements as defined in the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties, and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Zion’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Zion’s filings with the SEC. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.

 

3

 

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 2024
Entity File Number	001-33228
Entity Registrant Name	Zion Oil & Gas, Inc.
Entity Central Index Key	0001131312
Entity Tax Identification Number	20-0065053
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12655 North Central Expressway
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75243
City Area Code	214
Local Phone Number	221-4610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---