[8-K] ZION OIL & GAS INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Corporate governance and securities-law specialist

Zion Oil & Gas shifts shareholder disputes toward arbitration and away from jury trials.

Zion Oil & Gas, Inc. has revised Article XI of its bylaws to include a waiver of jury trials for internal entity claims defined under the Texas Business Organizations Code. Anyone who voted for or ratified the governing document containing the waiver, or who acquired an equity security of the company or its predecessors, is treated as having been informed of and having knowingly waived the right to a jury trial for these internal entity disputes.

The company also added a mandatory arbitration provision for shareholder claims under federal and state securities laws. The text specifies that the Texas Business Court can enforce the arbitration agreement, appoint an arbitrator, and review arbitral awards under Civil Practice and Remedies Code Chapter 171, while noting that Section 171.002(d) does not expand that court’s jurisdiction. This framework emphasizes arbitration and a specific court venue for ancillary judicial actions, and its practical impact will depend on how future shareholder disputes are brought and resolved under these provisions.

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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 1, 2025

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

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

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

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 214-221-4610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company  ☐

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

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

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

Item 5.03 Amendment to the Bylaws

Under Article XI of the Company’s Bylaws, the following major changes were made and second and third paragraphs were added as follows:

ARTICLE XI – EXCLUSIVE FORUM

Second and third paragraphs added:

Further, Article XI includes a waiver of the right to a jury trial as provided in Section 2.116 of the TBOC concerning any internal entity claim as defined by Section 2.115 of the TBOC. A person asserting an internal entity claim is considered to have been informed of the waiver of the right to a jury trial contained in these Bylaws under Article XI and to have knowingly waived the right in the action if the person: (1) voted for or affirmatively ratified the governing document containing the waiver; or (2) acquired an equity security of Zion Oil & Gas, Inc. or any predecessor to the Corporation. Nothing in this section prevents the Corporation from showing that a person asserting an internal entity claim knowingly and informedly waived the right to a jury trial by any evidence satisfactory to the court having jurisdiction, including by the person’s consent or acquiescence to the waiver of a jury trial contained in these Bylaws.

Furthermore, Article XI includes a mandatory arbitration provision for claims under the federal and state securities laws of shareholder claims. The Texas Business Court has jurisdiction to enforce an arbitration agreement, appoint an arbitrator, or review an arbitral award, or in other judicial actions authorized by an arbitration agreement, Civil Practice and Remedies Code Chapter 171. Civil Practice and Remedies Code Chapter 171.002 (d) does not confer on the business court any new or additional jurisdiction. If there is a proceeding pending in a Texas Business Court involving an issue referable to arbitration under these Bylaws to arbitrate, a party may make an application under subchapter Sec. 171.024 (a) to that Business Court.

Based upon the recommendation of management, the above changes were approved by the Board of Directors on December 1, 2025. The effective date of the amendment to the Amended and Restated Bylaws of Zion Oil & Gas, Inc. is December 1, 2025, and the amended Bylaws are provided under Exhibit 3(i).1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3(i).1 –Amended Bylaws of Zion Oil & Gas, Inc., as of December 1, 2025

Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

	Zion Oil and Gas, Inc.
Date: December 1, 2025	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer