Zion Oil SEC Filings

A director of Zion Oil & Gas, Inc. reported an insider stock transaction involving the company’s common shares.

On 12/17/2025, the director acquired 25,000 shares of ZNOG common stock at $0.0676 per share, bringing direct ownership to 75,558 shares held directly. The filing also lists a ZNOG Common Stock Option with an exercise price of $0.0676, shown as exercisable from 09/22/2023 and expiring on 09/22/2033, tied to 25,000 underlying shares, with 357,000 derivative securities beneficially owned directly after the transaction.

Zion Oil & Gas, Inc. amended its bylaws to change how shareholder disputes are handled. The board approved these changes on December 1, 2025, and they became effective the same day. Under revised Article XI, persons bringing internal entity claims, as defined under the Texas Business Organizations Code, are deemed to have waived the right to a jury trial if they either voted for or ratified the governing document with the waiver or acquired equity securities of the company or its predecessors.

The amendment also adds a mandatory arbitration provision for shareholder claims under federal and state securities laws. The Texas Business Court is identified as having jurisdiction to enforce the arbitration agreement, appoint an arbitrator, review arbitral awards, and hear other judicial actions authorized by the arbitration agreement under Texas Civil Practice and Remedies Code Chapter 171. The updated bylaws are included as an exhibit to this report.

Zion Oil & Gas, Inc. (ZNOG) has changed the terms of its publicly traded warrant ZNWAA, which trades under the symbol ZNOGW. The company amended its Warrant Agent Agreement with Equiniti Trust Company to extend the warrant’s expiration date. The ZNOGW warrant, previously set to expire on January 31, 2026, will now remain exercisable until January 31, 2031. This extension applies uniformly to all ZNOGW warrants, meaning every holder now has an additional five years in which they may choose to exercise their warrants.

Zion Oil & Gas (ZNOG) filed its Q3 2025 10‑Q, reporting a net loss of $1.7 million for the quarter and $5.3 million for the nine months ended September 30, 2025. Cash and equivalents rose to $10.4 million, up from $2.3 million at year-end, aided by financing inflows. Stockholders’ equity increased to $41.7 million, with total assets of $44.7 million.

The company continues to capitalize exploration under the full-cost method, with unproved oil and gas properties at $27.0 million. Operating cash use was $4.6 million year-to-date, offset by $18.1 million provided by financing activities, including $18.6 million from stock issuances and warrant exercises. As of November 5, 2025, common shares outstanding were 1,142,454,656.

Management states substantial doubt about the company’s ability to continue as a going concern due to ongoing losses and the need for additional financing. Operationally, Zion completed MJ‑01 flowback with gas observed at surface and plans to sidetrack from MJ‑02, targeting a lateral and multi‑stage stimulation, with mobilization preparations outlined for early 2026.