ZNOG pushes ZNOGW warrant expiry from Jan 2026 out to 2031

Rhea-AI Filing Summary

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.

Insights

Equity & Corporate Actions Analyst

ZNOG extends all ZNOGW warrant expirations by five years to 2031.

Zion Oil & Gas used its discretion under the existing Warrant Agent Agreement to push the ZNOGW warrant expiration from January 31, 2026 to January 31, 2031. This keeps the same security outstanding longer, potentially affecting how long warrant holders can decide whether to exercise into common shares.

The change applies identically to all ZNOGW warrants, so no holder is treated differently under the amendment. The filing does not change exercise price or other economic terms, focusing solely on duration.

From an equity-structure perspective, the extension preserves potential future share issuance tied to warrant exercises over an additional five-year period. Actual effects on share count and capital will depend on how many warrants holders choose to exercise before the new January 31, 2031 expiry.

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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

November 17, 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 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 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 3.03 Material Modification to Rights of Security Holders.

On November 17, 2025, Zion Oil & Gas, Inc. (the “Company”) executed an Amendment to a certain Warrant Agent Agreement (the “Agreement”) between the Company and Equiniti Trust Company, LLC, a New York limited liability trust company with offices at 55 Challenger Road, 2^nd Floor, Ridgefield Park, N.J. 07660 (“Equiniti”).  The Company has implemented an Agreement with Equiniti as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA [trading under the symbol ZNOGW].

The Warrant ZNWAA [trading under the symbol ZNOGW] has an expiration date of January 31, 2026.

Pursuant to Section 3.2 of the Warrant Agent Agreement, the Company in its sole discretion extended the duration of the above Warrant by delaying the Expiration Date and such extension shall be identical in duration among all of the Warrants. The Company is extending the duration of the Warrant ZNWAA [trading under the symbol ZNOGW] by five (5) years from the expiration date of January 31, 2026 to January 31, 2031.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1	Amendment to Warrant Agent Agreement effective November 17, 2025 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC, as Warrant Agent
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 & Gas, Inc.
Date: November 17, 2025	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

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FAQ

What did Zion Oil & Gas (ZNOG) announce regarding its ZNOGW warrants?

Zion Oil & Gas announced an amendment to its Warrant Agent Agreement that extends the expiration date of its ZNWAA warrant, which trades under the symbol ZNOGW, by five years.

What is the new expiration date for Zion Oil & Gas ZNOGW warrants?

The ZNOGW warrants were originally set to expire on January 31, 2026. The company has extended their term so they now expire on January 31, 2031.

Do all Zion Oil & Gas ZNOGW warrant holders receive the same extension?

Yes. The company acted under Section 3.2 of the Warrant Agent Agreement to extend the duration, and the filing states the extension is identical in duration among all of the warrants, so all ZNOGW holders get the same new expiration date.

Did Zion Oil & Gas change any other terms of the ZNOGW warrants?

Based on this disclosure, the change described is the extension of the expiration date from January 31, 2026 to January 31, 2031. No other warrant terms are described as being modified in this report.

Who is the warrant agent for Zion Oil & Gas ZNOGW warrants?

The warrant agent for the ZNOGW warrants is Equiniti Trust Company, LLC, which serves under the Warrant Agent Agreement originally dated August 1, 2014.

Which SEC item does this Zion Oil & Gas 8-K relate to?

This event is reported under Item 3.03, Material Modification to Rights of Security Holders, reflecting the extension of the ZNOGW warrant expiration date.