ZNOG / Zion Oil & Gas, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025; ☐ Transition Report Pur

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact na

Certificate of Formation of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Texas.

Exhibit 3(i).3 CERTIFICATE OF FORMATION OF ZION OIL & GAS, INC. a Texas corporation Zion Oil & Gas, Inc., a corporation organized and existing under the laws of the State of Texas (the “Corporation”), hereby certifies as follows: A. Zion Oil & Gas, Inc., a Delaware corporation (the “Delaware Corporation”), with its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas,

Texas Bylaws of Zion Oil & Gas, Inc., as of June 11, 2025.

Exhibit 3(i).4 BYLAWS OF ZION OIL & GAS, INC. (as in effect pursuant to the plan of conversion adopted on March 17, 2025) 1 TABLE OF CONTENTS Page ARTICLE I — CORPORATE OFFICES 1.1 REGISTERED OFFICE 5 1.2 OTHER OFFICES 5 ARTICLE II — MEETINGS OF SHAREHOLDERS 2.1 PLACE OF MEETINGS 5 2.2 ANNUAL MEETING 5 2.3 SPECIAL MEETING 5 2.4 ADVANCE NOTICE PROCEDURES 6 2.5 NOTICE OF SHAREHOLDERS’ MEETINGS 12 2.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 16, 2025 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 E

Certificate of Conversion of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Texas.

Exhibit 3(i).2

Certificate of Conversion of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Delaware.

Exhibit 3(i).1

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 5, 2025 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

-12-31 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 5, 2025 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 (Commission File Number) 20-0065053

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zion Oil & Gas, Inc., filed as of June 4, 2025 with the Secretary of State of the State of Delaware.

Exhibit 3(i).1

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 4, 2025 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 4, 2025 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 Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025; ☐ Transition Report Pu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact n

Zion Oil & Gas Announces Gas to Surface Onshore in Israel During Initial Flowback

Exhibit 99.1 Zion Oil & Gas Announces Gas to Surface Onshore in Israel During Initial Flowback Targeted perforation zone and stimulation operations are successful. DALLAS, Texas, and CAESAREA, Israel, May 5, 2025 – Zion Oil & Gas, Inc. (OTC: ZNOG) announces that initial flowback operations from its Megiddo-Jezreel #1 (MJ-01) well re-entry have resulted in gas reaching the surface onshore in Israel

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 May 5, 2025 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 May 5, 2025 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 Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

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 8, 2025 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name o

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 8, 2025 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 E

Amendment to Warrant Agent Agreement effective November 12, 2024 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment to a certain Warrant Agent Agreement (the “Agreement”) is made effective as of November 12, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New York limited lia

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 4, 2025 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 E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, fo

Third Amendment to Lease Agreement between Zion Oil & Gas, Inc., as tenant and Hartman SPE, LLC, lease commencement date June 1, 2023 and lease expiration date December 31, 2024

Exhibit 10.4 THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement (this “Third Amendment”) is made and entered into by and between HARTMAN SPE, LLC, a Delaware limited liability company (“Landlord”) and ZION OIL & GAS, INC., a Delaware corporation (“Tenant”) effective on and as of the date on which the Landlord executes this Third Amendment as set forth on the signature page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2024 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact nam

Insider Trading Policy

Exhibit 20.1 ZION OIL & GAS, INC. INSIDER TRADING POLICY STATEMENT The Need For A Policy Statement Insider trading (including tipping) is a serious violation of criminal and civil law. It is regularly investigated and vigorously prosecuted by the Securities and Exchange Commission (the "SEC") or the U.S. Attorney's office and is subject to severe consequences. Every individual has a responsibility

Zion Oil & Gas Announces Renewed Operations Underway for MJ-01 Well Testing & Recompletion Project

Exhibit 99.1 Zion Oil & Gas Announces Renewed Operations Underway for MJ-01 Well Testing & Recompletion Project Current Unit Program Ends on February 28 DALLAS, Texas, and CAESAREA, Israel, February 18, 2025 – Zion Oil & Gas, Inc. (OTC: ZNOG) is pleased to announce a significant operational milestone as work resumes on the recompletion of the Megiddo-Jezreel 1 (MJ-01) well in Israel. This marks a

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 February 18, 2025 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact na

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 February 18, 2025 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) (I

Zion Oil & Gas, Inc. Up to $300,000,000 Dividend Reinvestment and Common Stock Purchase Plan

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated November 27, 2024) Registration No.

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 December 10, 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) (I

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, March 31, 2026) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring March 31, 2026 (the "Warrant") to purchase for ea

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this "Amendment") to the Warrant Agent Agreement, dated December 9, 2024, is made effective as of December 10, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the "Company"), and Equiniti Trust Company, LLC, a

ZION OIL & GAS, INC.

Amendment No. 13 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 13 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 13 to Prospectus Supplement should be read in conjunction with

ZION OIL & GAS, INC. 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243

ZION OIL & GAS, INC. 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243 December 9, 2024 VIA EDGAR U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Michael Purcell Re: Registration Statement on Form S-3 (File No. 333-283500) of Zion Oil & Gas, Inc. filed on November 27, 2024 (the “Registration Statement”). Dear Mr. Purcell: Pursuant to Rule 461 promulgated unde

Form of Indenture for Debt Securities*

Exhibit 4.2 ZION OIL & GAS, INC., as Issuer, AND THE BANK OF , , as Trustee INDENTURE DATED AS OF DEBT SECURITIES CROSS-REFERENCE TABLE TIA SECTION INDENTURE SECTION 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08 (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.08 (b) 12.03 (c) 12.03 313 (a) 7.06 (b)(1) 7.06 (b)(2) 7.06 (c) 7.06; 12.02 (d) 7.06 314 (a) 4.02; 4.03;

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the State of Delaware, Secretary of State on June 10, 2021.*

Exhibit 3.4

Amended and Restated Certificate of Incorporation of Zion Oil & Gas, Inc., Section 242 & 245 filed with the State of Delaware, Secretary of State on July 2, 2003.*

Exhibit 3.1

As filed with the Securities and Exchange Commission on November 27, 2024

As filed with the Securities and Exchange Commission on November 27, 2024 Registration No.

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the State of Delaware, Secretary of State on June 11, 2020.*

Exhibit 3.3

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 Zion Oil & Gas, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initi

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the State of Delaware, Secretary of State on June 8, 2023.*

Exhibit 3.5

Material Modification to Rights of Security Holders

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 November 12, 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) (I

Amendment to Warrant Agent Agreement effective November 12, 2024 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment to a certain Warrant Agent Agreement (the “Agreement”) is made effective as of November 12, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New York limited lia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2024; ☐ Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2024; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registr

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated October 7, 2024, is made effective as of October 9, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a Ne

Financial Statements and Exhibits, Other Events

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 October 9, 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

ZION OIL & GAS, INC.

Amendment No. 12 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 12 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 12 to Prospectus Supplement should be read in conjunction with

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, January 31, 2026) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring January 31, 2026 (the "Warrant") to purchase fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 September 17, 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) (

Other Events

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 September 11, 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) (

Financial Statements and Exhibits, Other Events

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 August 22, 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

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, November 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring November 14, 2025 (the “Warrant”) to purchase fo

ZION OIL & GAS, INC.

Amendment No. 11 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 11 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 11 to Prospectus Supplement should be read in conjunction with

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated August 22, 2024, is made effective as of August 22, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registrant a

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 July 9, 2024 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 July 9, 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 Em

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee 2021 Omnibus INCENTIVE PLAN Common Stock, $0.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

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 6, 2024 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 6, 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 Em

Other Events, Financial Statements and Exhibits

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 Em

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

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

ZION OIL & GAS, INC.

Amendment No. 10 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 10 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 10 to Prospectus Supplement should be read in conjunction with

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 May 29, 2024 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 May 29, 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 Em

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated May 28, 2024, is made effective as of May 29, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New York

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, September 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring September 14, 2025 (the "Warrant") to purchas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registrant

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, June 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring June 14, 2025 (the “Warrant”) to purchase for each

Financial Statements and Exhibits, Other Events

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 24, 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

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated April 23, 2024, is made effective as of April 24, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New

ZION OIL & GAS, INC.

Amendment No. 9 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 9 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 9 to Prospectus Supplement should be read in conjunction with th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

ZION OIL & GAS, INC.

Amendment No. 8 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 8 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 8 to Prospectus Supplement should be read in conjunction with th

Financial Statements and Exhibits, Other Events

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 March 25, 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

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, May 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring May 14, 2025 (the "Warrant") to purchase for each W

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated March 21, 2024, is made effective as of March 25, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact name of registrant as

Third Amendment to Lease Agreement between Zion Oil & Gas, Inc., as tenant and Hartman SPE, LLC, lease commencement date June 1, 2023 and lease expiration date December 31, 2024

Exhibit 10.4 THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement (this “Third Amendment”) is made and entered into by and between HARTMAN SPE, LLC, a Delaware limited liability company (“Landlord”) and ZION OIL & GAS, INC., a Delaware corporation (“Tenant”) effective on and as of the date on which the Landlord executes this Third Amendment as set forth on the signature page

Financial Statements and Exhibits, Other Events

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 February 26, 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) (I

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated February 21, 2024, is made effective as of February 26, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC,

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, April 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring April 14, 2025 (the “Warrant”) to purchase for ea

ZION OIL & GAS, INC.

424B5 1 ea0200612-424b5zionoil.htm PROSPECTUS SUPPLEMENT Amendment No. 7 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 7 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 7 to Pr

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated January 25, 2024, is made effective as of January 29, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, March 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring March 14, 2025 (the “Warrant”) to purchase for ea

Financial Statements and Exhibits, Other Events

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 January 29, 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) (IR

ZION OIL & GAS, INC.

Amendment No. 6 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 6 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 6 to Prospectus Supplement should be read in conjunction with th

ZNOG / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

SC 13G 1 edd20240125sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) January 25, 2024 (Date of Event Which Requires Filing of this Statement) Che

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 January 10, 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) (IR

Amendment to Warrant Agent Agreement effective January 10, 2024 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment to a certain Warrant Agent Agreement (the “Agreement”) is made effective as of January 10, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a New York limited liab

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 December 20, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact na

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 December 20, 2023 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) (I

Revised Form of Warrant included in the Unit Option Program (warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, February 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring February 14, 2025 (the “Warrant”) to purchase

Amendment to the Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated December 18, 2023, is made effective as of January 1, 2024, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC, a

ZION OIL & GAS, INC.

Amendment No. 5 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 5 to Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 5 to Prospectus Supplement should be read in conjunction with th

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 December 12, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact na

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 December 12, 2023 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) (I

Other Events, Financial Statements and Exhibits

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 December 6, 2023 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) (IR

“The steadfast love of the Lord never ceases; his mercies never come to an end; they are new every morning; great is your faithfulness.” Lamentations 3:22-23 “And let us not grow weary of doing good, for in due season we will reap, if we do not give

Exhibit 99.1 Zion Oil & Gas, Inc. Receives Regulatory Approval for Strategic Recompletion Project in Israel Zion Oil & Gas targets early 2024 to move forward with MJ-01 recompletion operations. DALLAS, Texas, and CAESAREA, Israel, December 6, 2023 /PRNewswire/ - Zion Oil & Gas, Inc. (OTCQX: ZNOG) announces the approval of its workplan by the Israel Ministry of Energy for its MJ-01 recompletion pro

New Megiddo Valleys License 434

EXHIBIT 10.1 STATE OF ISRAEL LICENSE License No. 434 “Megiddo Valleys” Pursuant to my authority under section 16 of the Petroleum Law 5712-1952 This LICENSE is granted to Zion Oil & Gas Inc. (100%) This LICENSE is granted over the area described in the First Annex. This LICENSE is granted – subject to the provisions of the Petroleum Law, 5712-1952, and the regulations issued pursuant thereto, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2023; ☐ Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2023; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. – File Number 001-3322

Warrant Agent Agreement effective November 6, 2023 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as Warrant Agent

Exhibit 4.11 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Agreement”) is made effective as of November 6, 2023, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), a

Form of Warrant included in the Unit Option Program (new warrant ZNWBA), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, January 14, 2025) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring January 14, 2025 (the "Warrant") to purchase for

ZION OIL & GAS, INC.

Amendment No. 4 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 4 to the Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 4 to the Original Prospectus Supplement should be read in co

Financial Statements and Exhibits, Other Events

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 November 6, 2023 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) (IR

ZNOG / Zion Oil & Gas Inc / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) September 25, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Approximate boundaries of Zion’s new exploration license area awarded on September 14, 2023.

Exhibit 99.1 Zion Oil & Gas, Inc. Announces Award of New Megiddo Valleys License 434 Allowing for Ongoing Oil And Gas Exploration in Israel Re-Completion Operations in the Megiddo-Jezreel #1 Well (MJ-01) to move forward. DALLAS and CAESAREA, Israel, September 14, 2023 /PRNewswire/ - Zion Oil & Gas, Inc. (OTCQX: ZNOG) is excited to announce that the State of Israel has awarded Zion a new exploratio

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 September 14, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact n

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 September 14, 2023 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2023; ☐ Transition Report Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2023; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registrant a

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 7, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 7, 2023 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 Em

ZION OIL & GAS, INC.

Amendment No. 3 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 3 to the Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 3 to the Original Prospectus Supplement should be read in co

Warrant Agent Agreement effective May 15, 2023 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.11 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this "Agreement") is made effective as of May 15, 2023, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company w

Form of Warrant included in the Unit Option Program (new warrant ZNWAZ), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, July 17, 2024) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring July 17, 2024 (the "Warrant") to purchase for each

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 May 15, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name of

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 May 15, 2023 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 Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; ☐ Transition Report Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

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 6, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name o

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 6, 2023 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 E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact name of registrant as

ZION OIL & GAS, INC.

Amendment No. 2 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 2 to the Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 2 to the Original Prospectus Supplement should be read in co

Warrant Agent Agreement effective March 13, 2023 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.11 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Agreement”) is made effective as of March 13, 2023, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company

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 March 13, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact name

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 March 13, 2023 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

Form of Warrant included in the Unit Option Program (new warrants ZNWAV, ZNWAW, ZNWAX, ZNWAY), Annex B under the Prospectus Supplement

Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, June 28, 2023) ZION OIL & GAS, INC. CUSIP 989696 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring June 28, 2023 (the “Warrant”) to purchase for each

ZION OIL & GAS, INC.

424B5 1 ea174045-424b5zionoil.htm PROSPECTUS SUPPLEMENT Amendment No. 1 to Prospectus Supplement dated December 15, 2021 (to Prospectus dated December 1, 2021) Filed pursuant to Rule 424(b)(5) File No. 333-261452 ZION OIL & GAS, INC. This Amendment No. 1 to the Prospectus Supplement amends the Prospectus Supplement dated December 15, 2021 (“Original Prospectus Supplement”). This Amendment No. 1 to

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 February 21, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact na

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 February 21, 2023 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) (I

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 January 31, 2023 Date of Report (Date of earliest event reported) Zion Oil & Gas, Inc. (Exact nam

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 January 31, 2023 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) (IR

ZNOG / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

SC 13G 1 edd20230120sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) January 20, 2023 (Date of Event Which Requires Filing of this Statement) Che

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 December 14, 2022 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) (I

Amendment to Warrant Agent Agreements effective December 14, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENTS This Amendment to certain Warrant Agent Agreements (the ?Agreements?) is made effective as of December 14, 2022, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the ?Company?), and American Stock Transfer & Trust Company, LLC, a Ne

Other Events

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 December 7, 2022 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of regi

Extension of New Megiddo License 428 to February 1, 2023 (incorporated by reference to our Form 10-Q filed with the SEC on August 10, 2022)

Exhibit 10.2 [TRANSLATION FROM HEBREW] State of Israel Energy Ministry Fuel and Gas Authority 3 Av 5782 31 July 2022 4232022 To: Mr. Jeffrey Moskowitz Managing Director Zion Oil & Gas Inc. Caesarea Re: Approval Extension License New Megiddo 428 Reference: Your request 25 July to Extend the License for the Purpose of completing MJ-2 Well Production Tests After consultation with the Advisory Council

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registran

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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 August 1, 2022 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

Submission of Matters to a Vote of Security Holders

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 8, 2022 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 Em

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 May 17, 2022 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 Em

Amendment to Warrant Agent Agreement effective May 17, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.1

Financial Statements and Exhibits, Other Events

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 May 11, 2022 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 Em

Zion Drilling Rig in Israel. Photo taken on November 22, 2021.

Exhibit 99.1 Zion Oil & Gas Operational Update for License #428 in Israel Zion files for a new exploration license in the Megiddo-Jezreel Valley. DALLAS, Texas, and CAESAREA, Israel, May 11, 2022 /PRNewswire/ Zion Oil & Gas, Inc. (OTCQX: ZNOG) files for a new exploration license in the Megiddo-Jezreel Valley on the same 99,000 area as the previous #401 license and the current #428 license. ?This n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registra

ZNOG / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) May 2, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commi

Amendment to Warrant Agent Agreements effective March 21, 2022 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENTS This Amendment to certain Warrant Agent Agreements (the ?Agreements?) is made effective as of March 21, 2022, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New Y

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 March 21, 2022 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 March 17, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact name of registrant as

New Megiddo License 428, dated December 3, 2020 (incorporated by reference to the Company’s Form 10-K filed with the SEC on March 17, 2022)

Exhibit 10.11 [TRANSLATION FROM HEBREW] State of Israel Energy Ministry Fuel and Gas Authority 25 Kislev 5782 29 November 2021 5562021 To: Mr. Jeffrey Moskowitz Managing Director Zion Oil & Gas Inc. Industrial Park Caesarea Re: Approval Extension License New Megiddo 428 Reference: Your request from 17 November 2021 for an Extension After consultation with the Advisory Council pursuant to the Petro

Description of Registered Securities (incorporated by reference to the Company’s Form 10-K filed with the SEC on March 17, 2022)

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 17, 2022, Zion Oil & Gas, Inc. ("Zion," "we," "us" or the "Company") had one class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): Common Stock, $0.01 par value per share ("Common Stock"). E

Amended and Restated Bylaws of Zion Oil & Gas, Inc. (incorporated by reference to the Company’s Form 8-K filed with the SEC on February 16, 2022)

Exhibit 3(i).1 AMENDED AND RESTATED BYLAWS OF ZION OIL & GAS, INC. (A Delaware Corporation) [As of February 14, 2022] INDEX ARTICLE I OFFICES 1 Section 1. Registered Office and Agent 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice of Meetings 2 Section 5. Quorum 3 Section 6

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 February 14, 2022 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) (I

ZNOG / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) January 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Zion Oil & Gas, Inc. Up to $100,000,000 Dividend Reinvestment and Common Stock Purchase Plan

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 1, 2021) Registration No.

ZION OIL & GAS, INC. 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243

CORRESP 1 filename1.htm ZION OIL & GAS, INC. 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243 December 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Liz Packebusch Re: Statement on Form S-3 (File No. 333-261452) of Zion Oil & Gas, Inc. filed on December 1, 2021, as amended December 10, 2021 (the “Registration Statement”). Dear Ms. Packeb

As filed with the Securities and Exchange Commission on December 10, 2021

S-3/A 1 ea152137-s3a1zionoil.htm AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. 333-261452 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 amendment No. 1 to form s-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZION OIL & GAS, INC. (Exact name of registrant as specified in its charter) Delawar

Form of Indenture for Debt Securities *

EX-4.2 2 ea152137ex4-2zionoil.htm FORM OF INDENTURE FOR DEBT SECURITIES EX-4.2 INDENTURE Exhibit 4.2 ZION OIL & GAS, INC., as Issuer, AND THE BANK OF , , as Trustee INDENTURE DATED AS OF DEBT SECURITIES CROSS-REFERENCE TABLE TIA SECTION INDENTURE SECTION 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08 (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.08 (b) 12.03 (c)

Exhibit 4.2

EX-4.2 2 ea151461ex4-2zionoil.htm FORM OF INDENTURE FOR DEBT SECURITIES EX-4.2 INDENTURE Exhibit 4.2 ZION OIL & GAS, INC., as Issuer, AND THE BANK OF , , as Trustee INDENTURE DATED AS OF DEBT SECURITIES CROSS-REFERENCE TABLE TIA SECTION INDENTURE SECTION 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08 (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.08 (b) 12.03 (c)

Form S-3

S-3 1 ea151461-s3zionoil.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 1, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 form s-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZION OIL & GAS, INC. (Exact name of registrant as specified in its charter) Delaware 20-0065053 (State or other jurisd

Other Events

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 November 30, 2021 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) (I

Financial Statements and Exhibits, Other Events

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 November 23, 2021 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) (I

Zion Drilling Rig in Israel. Photo taken on November 22, 2021.

Exhibit 99.1 Zion Oil & Gas Completes Drilling Phase of the Megiddo-Jezreel #2 (MJ-02) Well in Israel Zion moves forward with testing based on encouraging shows of hydrocarbons. DALLAS, Texas, and CAESAREA, Israel, November 23, 2021 /PRNewswire/ Zion Oil & Gas, Inc. (OTCQX: ZNOG) announces the completion of the drilling phase for their Megiddo-Jezreel #2 (MJ-02) well. ?We are thankful for the succ

Amended and Restated Bylaws of Zion Oil & Gas, Inc., as of November 17, 2021.

Exhibit 3(i).1 AMENDED AND RESTATED BYLAWS OF ZION OIL & GAS, INC. (A Delaware Corporation) [As of November 17, 2021] INDEX ARTICLE I OFFICES 1 Section 1. Registered Office and Agent 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice of Meetings 2 Section 5. Quorum 3 Section 6

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 November 17, 2021 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) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2021; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2021; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registran

2021 Omnibus Incentive Plan (incorporated by reference to the Company’s Form S-8 filed with the SEC on June 14, 2021)

EX-4.4 2 ea142389ex4-4zionoil.htm 2021 OMNIBUS INCENTIVE PLAN - APPENDIX - ISRAEL Exhibit 4.4 ZION OIL & GAS, INC. 2021 OMNIBUS INCENTIVE PLAN I. PURPOSE Zion Oil & Gas, Inc. previously established an equity incentive compensation plan known as the 2011 Equity Incentive Plan, amended (the “Equity Plan”). The Company also maintains an equity and deferred compensation plan for nonemployee directors

As filed with the Securities and Exchange Commission on June 14, 2021

S-8 1 ea142389-s8zionoil.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333- 235299 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZION OIL & GAS, INC. (exact name of registrant as specified in its charter) Delaware 20-0065053 (State or other

Submission of Matters to a Vote of Security Holders

8-K 1 ea142538-8kzionoil.htm 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 10, 2021 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) 001-3322

(i) Employment Agreement dated January 1, 2021 and made effective January 1, 2021 between Zion Oil & Gas, Inc. and Martin van Brauman (incorporated by reference to Form 10-Q filed on May 13, 2021)

EX-10.1 2 f10q0321ex10-1zionoilgas.htm EMPLOYMENT AGREEMENT DATED JANUARY 1, 2021 AND MADE EFFECTIVE JANUARY 1, 2021 BETWEEN ZION OIL & GAS, INC. AND MARTIN VAN BRAUMAN Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of January 1, 2021 B E T W E E N: ZION OIL AND GAS INC., a Company incorporated under the laws of Delaware. (the “Company”) and - MARTIN VAN BRAUMAN (the “Employee”) CONTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2021; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2021; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registra

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant S Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 ea139381-8kzionoil.htm 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 April 13, 2021 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) 001-332

ZION OIL & GAS, INC.

424B5 1 ea139220-424b5zionoil.htm PROSPECTUS SUPPLEMENT Amendment No. 3 to Prospectus Supplement dated December 11, 2019 (to Prospectus dated November 27, 2019) Filed pursuant to Rule 424(b)(5) File No. 333-235299 ZION OIL & GAS, INC. This Amendment No. 3 to the Prospectus Supplement amends the Prospectus Supplement dated December 11, 2019 (“Original Prospectus Supplement”). This Amendment No. 3 t

Financial Statements and Exhibits, Other Events

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 8, 2021 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 E

Form of Warrant included in the Unit Option Program (new warrant ZNWAO), Annex B under the Prospectus Supplement

EX-4.10 2 ea139219ex4-10zionoil.htm FORM OF WARRANT INCLUDED IN THE UNIT OPTION PROGRAM (NEW WARRANT ZNWAO), ANNEX B UNDER THE PROSPECTUS SUPPLEMENT Exhibit 4.10 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, June 12, 2023) ZION OIL & GAS, INC. CUSIP 989696 315 WARR

Warrant Agent Agreement effective April 8, 2021 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

EX-4.11 3 ea139219ex4-11zionoil.htm WARRANT AGENT AGREEMENT EFFECTIVE APRIL 8, 2021 BETWEEN ZION OIL & GAS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT Exhibit 4.11 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Agreement”) is made effective as of April 8, 2021, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of busine

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commi

New Megiddo License 428, dated December 3, 2020

EX-10.10 2 f10k2020ex10-10zionoil.htm MEGIDDO-JEZREEL LICENSE 428, DATED DECEMBER 3, 2020 Exhibit 10.10 STATE OF ISRAEL LICENSE License No. 428” New Megiddo” Pursuant to my authority under section 16 of the Petroleum Law 5712-1952 This LICENSE is granted to Zion Oil & Gas Inc. (100%) This LICENSE is granted over the area described in the First Annex. This LICENSE is granted – subject to the provis

Annual Report - ANNUAL REPORT

10-K 1 f10k2020zionoilandgas.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _______)* Zion Oil and Gas, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) February 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Form of Warrant included in the Unit Option Program (new warrant ZNWAN), Annex B under the Prospectus Supplement

Exhibit 4.8 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, May 16, 2023) ZION OIL & GAS, INC. CUSIP 989696 299 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring May 16, 2023 (the “Warrant”) to purchase one ful

Financial Statements and Exhibits, Other Events - 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 February 1, 2021 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) (IR

Warrant Agent Agreement effective February 1, 2021 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

EX-4.9 3 ea134225ex4-9zionoil.htm WARRANT AGENT AGREEMENT EFFECTIVE FEBRUARY 1, 2021 BETWEEN ZION OIL & GAS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT Exhibit 4.9 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Agreement”) is made effective as of February 1, 2021, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of bus

Flags of Texas, Israel, and the United States fly at night on January 26, 2021, in front of Zion’s drilling rig in Israel.

Exhibit 99.1 Zion Oil & Gas Nears First Drilling Milestone in MJ-02 Well In Israel Zion launches new $250 Unit Program ending March 17, 2021 DALLAS, Texas, and CAESAREA, Israel, February 1, 2021 /PRNewswire/ Zion Oil & Gas, Inc. (OTCQX: ZNOG) announces its successful drilling of the first section of the Megiddo-Jezreel #2 (MJ-02) well and launches a new Unit Program to help fund Zion’s 2021 explor

ZION OIL & GAS, INC.

424B5 1 ea134226-425b5zionoil.htm PROSPECTUS SUPPLEMENT Amendment No. 2 to Prospectus Supplement dated December 11, 2019 (to Prospectus dated November 27, 2019) Filed pursuant to Rule 424(b)(5) File No. 333-235299 ZION OIL & GAS, INC. This Amendment No. 2 to the Prospectus Supplement amends the Prospectus Supplement dated December 11, 2019 (“Original Prospectus Supplement”). This Amendment No. 2 t

Form of Warrant included in the Unit Option Program (new warrant ZNWAM), Annex B under the Prospectus Supplement

EX-4.6 2 ea133465ex4-6zionoil.htm FORM OF WARRANT INCLUDED IN THE UNIT OPTION PROGRAM (NEW WARRANT ZNWAM), ANNEX B UNDER THE PROSPECTUS SUPPLEMENT Exhibit 4.6 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, July 15, 2022) ZION OIL & GAS, INC. CUSIP 989696 281 WARRANT

Financial Statements and Exhibits, Other Events

8-K 1 ea133465-8kzionoil.htm 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 January 15, 2021 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) 001-3

Warrant Agent Agreement effective January 15, 2021 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

EX-4.7 3 ea133465ex4-7zionoil.htm WARRANT AGENT AGREEMENT EFFECTIVE JANUARY 15, 2021 BETWEEN ZION OIL & GAS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT Exhibit 4.7 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this "Agreement") is made effective as of January 15, 2021, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of bus

Financial Statements and Exhibits, Other Events

8-K 1 ea130971-8kzionoil.htm 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 December 3, 2020 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) 001-3

Zion Oil & Gas License Area

Exhibit 99.1 Zion Oil & Gas Receives New Oil and Gas Exploration License Agreement from Israel Zion drilling crew works to finish rig assembly at drill site for inspections. DALLAS, Texas, and CAESAREA, Israel, December 3, 2020 /PRNewswire/ Zion Oil & Gas, Inc. (OTCQX: ZNOG) announces a new license agreement – “New Megiddo 428” – granted over the previous Megiddo-Jezreel license area in northern I

ZION OIL & GAS, INC.

Amendment No. 1 to Prospectus Supplement dated December 11, 2019 (to Prospectus dated November 27, 2019) Filed pursuant to Rule 424(b)(5) File No. 333-235299 ZION OIL & GAS, INC. This Amendment No. 1 to the Prospectus Supplement amends the Prospectus Supplement dated December 11, 2019 (“Original Prospectus Supplement”). This Amendment No. 1 to the Original Prospectus Supplement should be read in c

Other Events

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 November 27, 2020 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) (I

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2020; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of regi

Amendment to Warrant Agent Agreements effective September 15, 2020 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

EX-4.1 2 ea126929ex4-1zionoil.htm AMENDMENT TO WARRANT AGENT AGREEMENTS EFFECTIVE SEPTEMBER 15, 2020 BETWEEN ZION OIL & GAS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENTS This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of September 15, 2020, by and between Zion Oil & Gas, Inc., a

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 ea126929-8kzionoil.htm 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 September 15, 2020 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

Other Events

8-K 1 ea126309-8kzionoilandgas.htm 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 September 1, 2020 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 August 31, 2020 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

“The Lord Himself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.” Deuteronomy 31:8 “Sing to the Lord, for he has done glorious things; let this be known to all the world. Shout

Exhibit 99.01 Zion Oil & Gas to Transition Trading of Shares to the OTCQX – an SEC Recognized Established Public Market Move to OTCQX should continue to provide adequate liquidity for the trading of Zion shares at less cost DALLAS, Texas, and CAESAREA, Israel, August 31, 2020 /PRNewswire/ Zion Oil & Gas notified the Nasdaq Stock Market LLC that Zion is de-listing its shares from the Nasdaq Stock M

(iv) First Amendment to Employment Agreement dated June 11, 2020 and made effective June 11, 2020 between Zion Oil & Gas, Inc. and Robert Dunn (incorporated by reference to Exhibit 10.4 (ii) to the Company’s Form 10-Q filed on August 10, 2020)

Exhibit 10.4(ii) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement is made this 11th day of June, 2020, (the “Effective Date”) by and between Zion Oil and Gas, Inc., a Delaware corporation, (“Zion”) and Robert Dunn (“Dunn”). RECITALS WHEREAS, Zion and Dunn entered into that certain Employment Agreement on May 1, 2019, (the “2019 Agreement”) by which Zion employed

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2020; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registran

(iii) Employment Agreement dated as of May 1, 2019 and made effective May 1, 2019 between Zion Oil & Gas, Inc. and Robert Dunn (incorporated by reference to Exhibit 10.4 (i) to the Company’s Form 10-Q filed on August 10, 2020)

Exhibit 10.4(i) EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of May 1, 2019 BETWEEN: ZION OIL AND GAS INC., a Company incorporated under the laws of Delaware. (the “Company”) and - ROBERT DUNN (the “Employee”) CONTEXT OF THIS AGREEMENT A. The Company explores for oil and gas in Israel. B. The Company wishes to employ the Employee as the Director of Operations. FOR VALUE RECEIVED, the sufficiency

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 11, 2020 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 E

Submission of Matters to a Vote of Security Holders

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 10, 2020 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 E

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant þ Filed by Party other than Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commi

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant þ Filed by Party other than Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commi

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2020; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of registra

Other Events

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 23, 2020 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

ZN / Zion Oil & Gas, Inc. DEF 14A - - DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a0420zionoilandgas.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant S Filed by Party other than Registrant £ Check the appropriate box: £

ZN / Zion Oil & Gas, Inc. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Other Events

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 March 30, 2020 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

Extension Letter to Megiddo-Jezreel License 401, as extended to December 2, 2020 (incorporated by reference to the Company’s Form 10-K filed with the SEC on March 27, 2020)

Exhibit 10.6 [TRANSLATION FROM HEBREW] State of Israel Energy Ministry Oil & Gas 23 Adar 1 5769 28 February, 9 Oil3212019 To: Mr. Dustin Guinn Zion Oil & Gas Inc. Greetings, Re: License Extension to license "Megiddo-Jezreel" / 401 and Revision to work plan Reference: Your letter of the 24th and 26 of February 2019 In response to your referenced request I hereby approve an extension to the "Megiddo

ZN / Zion Oil & Gas, Inc. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact name of registrant as sp

Bill of Sale between Zion Oil & Gas, Inc. (buyer) and Central European Drilling kft (seller) dated March 12, 2020 of an onshore drilling rig, drill pipe and related equipment (incorporated by reference to Exhibit 10.8 to the Company annual report on Form 10-K filed on March 27, 2020)

Exhibit 10.8

Escrow agreement between Zion Oil & Gas, Inc. (buyer), Central European Drilling kft (seller) and American Stock Transfer & Trust LLC (escrow agent) dated March 12, 2020 (incorporated by reference to Exhibit 10.9 to the Company annual report on Form 10-K filed on March 27, 2020)

Exhibit 10.9

Purchase and Sale Agreement between Zion Oil & Gas Inc. and Central European Drilling kft (seller), dated March 12, 2020 of an onshore drilling rig, drill pipe and related equipment (incorporated by reference to Exhibit 10.7 to the Company annual report on Form 10-K filed on March 27, 2020)

EX-10.7 3 f10k2019ex10-7zionoil.htm PURCHASE AND SALE AGREEMENT BETWEEN ZION OIL & GAS INC. AND CENTRAL EUROPEAN DRILLING KFT (SELLER), DATED MARCH 12, 2020 OF AN ONSHORE DRILLING RIG, DRILL PIPE AND RELATED EQUIPMENT Exhibit 10.7

Other Events

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 March 13, 2020 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 March 12, 2020 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

Other Events

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 February 5, 2020 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) (IR

ZN / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

SC 13G 1 edd20200203sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) February 3, 2020 (Date of Event Which Requires Filing of this Statement) Che

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 January 7, 2020 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

ZN / Zion Oil & Gas, Inc. / Ellis Donald Douglas JR - SCHEDULE 13G Passive Investment

SC 13G 1 edd20191218sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zion Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 989696109 (CUSIP Number) December 12, 2019 (Date of Event Which Requires Filing of this Statement) Ch

Zion Oil & Gas, Inc. Up to $50,000,000 Dividend Reinvestment and Common Stock Purchase Plan

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 11, 2019) Registration No.

ZN / Zion Oil & Gas, Inc. CORRESP - -

ZION OIL & GAS, INC. 12655 North Central Expressway, Suite 1000 Dallas, Texas 75243 December 10, 2019 VIA EDGAR U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Karina Dorin Re: Statement on Form S-1 (File No. 333-235299) of Zion Oil & Gas, Inc. filed on November 27, 2019, as amended December 9, 2019 (the “Registration Statement”). Dear Ms. Dorin: Zion Oil & Gas, Inc. (the

December 9, 2019

As filed with the Securities and Exchange Commission on December 9, 2019 Registration No.

Form of Indenture for Debt Securities

EX-4.2 2 fs12019ex4-2zionoilgas.htm FORM OF INDENTURE FOR DEBT SECURITIES Exhibit 4.2 ZION OIL & GAS, INC., as Issuer, AND THE BANK OF , , as Trustee INDENTURE DATED AS OF DEBT SECURITIES CROSS-REFERENCE TABLE TIA SECTION INDENTURE SECTION 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08 (b) 7.08; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.08 (b) 12.03 (c) 12.03 313 (a)

November 27, 2019

S-1 1 fs12019zionoilgas.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 27, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZION OIL & GAS, INC. (Exact name of registrant as specified in its charter) Delaware 20-0065053 (State or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k112119zionoilandgas.htm FORM 8-K 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 November 21, 2019 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) 001-33

September 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2019; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to ZION OIL & GAS, INC. (Exact name of regi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k081619zionoilgas.htm 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 August 16, 2019 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) 001-3

Other Events

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 August 8, 2019 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

June 30, 2019

10-Q 1 f10q0619zionoil.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2019; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Z

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 July 9, 2019 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 Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 July 1, 2019 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 Em

(v) Employment Agreement dated July 1, 2019 and made effective July 1, 2019 between Zion Oil & Gas, Inc. and William H. Avery (incorporated by reference to Exhibit 10.1) to the Company’s Form 8-K filed on July 1, 2019)

Exhibit 10.1 Employment Agreement THIS AGREEMENT is made as of July 1, 2019 B E T W E E N: ZION OIL AND GAS INC., a Company incorporated under the laws of Delaware. (the “Company”) and - WILLIAM H. AVERY (the “Employee”) CONTEXT OF THIS AGREEMENT A. The Company explores for oil and gas in Israel. B. The Company wishes to employ the Employee as the President and General Counsel of Zion Oil and Gas

Employment Agreement dated as of May 1, 2019 between Zion Oil & Gas, Inc. and Robert Dunn.

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 f8k061819zionoil.htm 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 18, 2019 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 11, 2019 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 E

Submission of Matters to a Vote of Security Holders

8-K 1 f8k061319zionoilandgas.htm 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 13, 2019 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-

Revised Form of Warrant included in the Unit Option Program (new warrant ZNWAL), Annex B under the Prospectus Supplement

Exhibit 4.13 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 26, 2021) ZION OIL & GAS, INC. CUSIP 989696 265 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring August 26, 2021 (the “Warrant”) to purchase

Amendment to the Warrant Agent Agreement effective April 23, 2019 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.14 AMENDMENT TO WARRANT AGENT AGREEMENT This Amendment (this “Amendment”) to the Warrant Agent Agreement, dated April 23, 2019, is made effective as of May 5, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Compan

Financial Statements and Exhibits, Other Events

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 5, 2019 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 Em

ZION OIL & GAS, INC.

Amendment No. 7 to Prospectus Supplement dated March 10, 2017 (to Prospectus dated February 23, 2017) Filed pursuant to Rule 424(b)(5) File No. 333-216191 ZION OIL & GAS, INC. This Amendment No. 7 to Prospectus Supplement amends the Prospectus Supplement dated March 10, 2017 (“Original Prospectus Supplement”). This Amendment No. 7 to Prospectus Supplement should be read in conjunction with the Ori

Amendment to Warrant Agent Agreements effective May 29, 2019 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.1 AMENDMENT TO WARRANT AGENT AGREEMENTS This Amendment to certain Warrant Agent Agreements (the “Agreements”) is made effective as of May 29, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New Yor

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 f8k052919zionoilandgas.htm 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 May 29, 2019 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) 001-3

ZN / Zion Oil & Gas, Inc. NT 10-Q NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transitio

March 30, 2019

10-Q 1 f10q0319zionoilandgas.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2019; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period fr

Form of Warrant included in the Unit Option Program (new warrant ZNWAL), Annex B under the Prospectus Supplement

Exhibit 4.11 Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, August 6, 2021) ZION OIL & GAS, INC. CUSIP 989696 265 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring August 6, 2021 (the “Warrant”) to purchase on

“The Lord Himself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.” Deuteronomy 31:8 “Sing to the Lord, for he has done glorious things; let this be known to all the world. Shout

Exhibit 99.1 PRESS RELEASE Zion Oil & Gas Announces Launch of New Unit Program Preliminary scouting and design work accomplished in Israel. DALLAS and CAESAREA, Israel, April 24, 2019 /PRNewswire/ — Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is making available a new unit program under its continuing Dividend Reinvestment and Common Stock Purchase Plan (“DSPP”) in its going forward plans

Financial Statements and Exhibits, Other Events

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 24, 2019 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

Warrant Agent Agreement effective April 23, 2019 between Zion Oil & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent

Exhibit 4.12 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Agreement”) is made effective as of April 23, 2019, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company

ZION OIL & GAS, INC.

Amendment No. 6 to Prospectus Supplement dated March 10, 2017 (to Prospectus dated February 23, 2017) Filed pursuant to Rule 424(b)(5) File No. 333-216191 ZION OIL & GAS, INC. This Amendment No. 6 to the Prospectus Supplement amends the Prospectus Supplement dated March 10, 2017 (“Original Prospectus Supplement”). This Amendment No. 6 to the Original Prospectus Supplement should be read in conjunc

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant þ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant S Filed by Party other than Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commi

ROBERT W.A DUNN.

EX-99.2 3 f8k041719ex99-2zionoil.htm BIOGRAPHY OF ROBERT W.A. DUNN, DIRECTOR OF OPERATIONS Exhibit 99.2 ROBERT W.A DUNN. Profile Began career in seismic acquisition 26 years ago working in all phases of acquisition from field operations to presidential and directorship roles in onshore drilling and geophysical related services spanning multiple continents. Mr. Dunn’s expertise has been focused on

“I will bless those who bless you, And I will curse him who curses you; And in you all the families of the earth shall be blessed.”

Exhibit 99.1 12655 North Central Expressway Suite 1000 Dallas, TX 75243 (214) 221-4610 (888) 891-9466 [email protected] April 12, 2019 John Brown Chairman of the Board of Directors Zion Oil and Gas 12655 North Central Expressway, Ste. 1000 Dallas, TX 75243 Dear John Brown and the Board of Directors, The last three years have been a true journey of faith for me and one that I have absolutely loved.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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 17, 2019 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

Extension Letter to Megiddo-Jezreel License, as extended to December 2, 2020

Exhibit 10.6 [TRANSLATION FROM HEBREW] State of Israel Energy Ministry Oil & Gas 23 Adar 1 5769 28 February, 9 Oil3212019 To: Mr. Dustin Guinn Zion Oil & Gas Inc. Greetings, Re: License Extension to license “Megiddo-Jezreel” / 401 and Revision to work plan Reference: Your letter of the 24th and 26th of February 2019 In response to your referenced request I hereby approve an extension to the “Megid

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K MARK ONE: ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33228 ZION OIL & GAS, INC. (Exact name of registrant as sp

Other Events

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 March 6, 2019 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 E

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 January 14, 2019 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 (Commission File Number) 20-0065053 (IR