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including interim periods, except for rollforward information, which is effective for fiscal years beginning after December 15, 2023. |
We are currently evaluating the impact that this guidance will have on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations |
(Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The ASU requires companies to |
apply the definition of a performance obligation under ASC 606 to recognize and measure contract assets and contract liabilities relating |
to contracts with customers acquired in a business combination. Prior to the adoption of this ASU, an acquirer generally recognized assets |
acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts |
with customers, at fair value on the acquisition date. The ASU results in the acquirer recording acquired contract assets and liabilities |
on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The ASU is effective for fiscal |
years beginning after December 15, 2022, with early adoption permitted. The adoption of this ASU is not expected to have a material impact |
on our consolidated financial statements; however, the impact in future periods will be dependent upon the contract assets acquired and |
contract liabilities assumed in any future business combinations. Note |
3 - Provision for Severance Pay Israeli law generally requires payment of severance |
pay upon dismissal of an Israeli employee or upon termination of employment in certain other circumstances. The following plans relate |
to the employees in Isr A. The liability in respect of certain of the Company’s employees is discharged in part by participating in a defined contribution pension plan and making regular deposits with recognized pension funds. The deposits are based on certain components of the salaries of the said employees. The custody and management of the amounts so deposited are independent of the Company’s control. B. The Company’s liability for severance pay for its Israeli employees is calculated pursuant to Israeli severance pay law based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. Certain senior executives are entitled to receive additional severance pay. The Company’s liability for all of its Israeli employees is partly provided for by monthly deposits in insurance policies and the remainder by an accrual in the consolidated financial statements. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits/loss accumulated |
up to the balance sheet date. The value of the deposited funds is based on current redemption value of these policies. C. Withdrawals from the funds may be made only upon termination of employment. D. As of December 31, 2022, and 2021, the Company had a provision for severance pay of $ 457,000 and $ 548,000 , respectively, of which all was long-term. As of December 31, 2022, and 2021, the Company had $ 424,000 and $ 541,000 , respectively, deposited in funds managed by major Israeli financial institutions which are earmarked to cover severance pay liability. Such deposits are not considered to be “plan assets” and are therefore included in other assets. F- 19 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note |
4 - Unproved Oil and Gas Properties, Full Cost Method Unproved oil and gas properties, under the full |
cost method, are comprised as follows : December 31, 2022 December 31, 2021 US$ thousands US$ thousands Excluded from amortization base: Drilling costs, and other operational related costs 2,362 32,075 Capitalized salary costs 2,342 2,158 Capitalized interest costs 1,418 1,418 Legal and seismic costs, license fees and other preparation costs 9,728 11,260 Other costs 39 39 15,889 46,950 Impairment of unproved oil and gas properties comprised as follows: For the year ended December 31, 2022 2021 US$ thousands US$ thousands Excluded from amortization base: Drilling costs, and other operational related costs 41,430 - Capitalized salary costs - - Capitalized interest costs - - Legal and seismic costs, license fees and other preparation costs 4,185 - 45,615 - Changes in Unproved oil and gas properties during |
the years ended December 31, 2022, and 2021, are as follows: December 31, 2022 December 31, 2021 US$ thousands US$ thousands Excluded from amortization base: Drilling costs, and other operational related costs 11,717 27,843 Capitalized salary costs 184 191 Capitalized interest costs - 104 Legal and seismic costs, license fees and other preparation costs 2,653 3,286 Other costs - - Impairment of unproved oil and gas properties ( 45,615 ) - ( 31,061 )* 31,424 * * Inclusive of non-cash amounts of approximately $ 2,168,000 , and $ 3,770,000 during the years 2022, and 2021, respectively Please refer to Footnote 1 – Nature of Operations |
and Going Concern for more information about Zion’s exploration activities. F- 20 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 5 - Accrued Liabilities Accrued liabilities are comprised as follows: December 31, 2022 December 31, 2021 US$ thousands US$ thousands Drilling provisions 495 1,304 Employees related 250 283 Audit and Legal Costs 168 167 Other 119 27 1,032 1,781 Note 6 - Stockholders’ Equity The Company’s shareholders approved the |
amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par |
value $0.01, that the Company is authorized to issue from 400,000,000 shares to 800,000,000 shares, effective June 9, 2021. A. |
2011 Equity Incentive Stock Option Plan In June 2011, the Company’s shareholders |
authorized the adoption of the Zion Oil & Gas, Inc. 2011 Equity Incentive Plan for employees and consultants (the “2011 Plan”), |
initially reserving for issuance thereunder 2,000,000 shares of Common Stock. The 2011 Plan provides for the grant of incentive |
stock options, nonqualified stock options, stock appreciation rights, restricted stock, bonus stock, awards in lieu of cash obligations, |
other stock-based awards and performance units. The 2011 plan also permits cash payments under certain conditions. The compensation committee of the Board of Directors |
is responsible for determining the type of award, when and to whom awards are granted, the number of shares and the terms of the awards |
and exercise prices. The options are exercisable for a period not to exceed 10 years from the date of grant. In June 2015, the Company’s stockholders |
approved an increase in the number of shares of Common Stock available under the 2011 Equity Incentive Plan for employees and consultants |
reserving for issuance thereunder an additional 4,000,000 shares of Common Stock for a total of 6,000,000 shares of Common Stock available |
thereunder. In June 2017, the Company’s stockholders |
approved an increase in the number of shares of Common Stock available under the 2011 Plan for employees and consultants reserving for |
issuance thereunder an additional 10,000,000 shares of Common Stock for a total of 16,000,000 shares of Common Stock available thereunder. F- 21 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 6 - Stockholders’ Equity (cont’d) During the year ended December 31, 2022, the Company |
did not grant any options from the 2011 Equity Incentive Plan for employees, directors and consultants. During the year ended December 31, 2021, the Company |
granted the following non-qualified options from the 2011 Plan for employees, directors and consultants, to purchase as non-cash compensati i. Options to purchase 600,000 shares of Common Stock to six senior officers and three staff members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2031 . The fair value of the options at the date of grant amounted to approximately $ 456,000 . ii. Options to purchase 75,000 shares of Common Stock were granted to one senior officer at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 6, 2031. The fair value of the options at the date of grant amounted to approximately $ 68,000 . These options were granted per the provisions under the Israeli Appendix to the Plan. iii. Options to purchase 1,800,000 shares of Common Stock to six senior officers and three staff members at an exercise price of $ 0.59 per share. The options vested upon grant and are exercisable through May 21, 2031 . The fair value of the options at the date of grant amounted to approximately $ 885,000 . iv. Options to purchase 200,000 shares of Common Stock were granted to one senior officer at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through May 21, 2031. The fair value of the options at the date of grant amounted to approximately $ 117,000 . These options were granted per the provisions under the Israeli Appendix to the Plan. F- 22 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 6 - Stockholders’ Equity (cont’d) B. |
2011 Non-Employee Directors Stock Option Plan In June 2011, the Company’s shareholders |
authorized the adoption of the Zion Oil & Gas, Inc. 2011 Non-Employee Directors Stock Option Plan for non-employee directors (the |
“2011 Directors’ Plan”), initially reserving for issuance thereunder 1,000,000 shares of common stock. Under the 2011 |
Directors’ Plan, only qualified options may be issued, and they will be exercisable for a period of six years from the date of grant. The Compensation Committee of the Board of Directors |
is responsible for determining the type of award, when to grant awards, to whom awards are granted, the number of shares and the terms |
of the awards and exercise prices. The options are exercisable for a period not to exceed six years from the date of grant. In June 2015, the Company’s stockholders |
approved an increase in the number of shares of Common Stock available under the 2011 Directors Plan, reserving for issuance thereunder |
an additional 2,000,000 shares of Common Stock for a total of 3,000,000 shares of Common Stock available thereunder. In June 2017, the Company’s stockholders |
approved an increase in the number of shares of Common Stock available under the 2011 Directors Plan, reserving for issuance thereunder |
an additional 4,000,000 shares of Common Stock for a total of 7,000,000 shares of Common Stock available thereunder. During the year ended December 31, 2022, the Company |
did not grant any qualified (market value) options from the 2011 Non-Employee Directors Stock Option Plan to its directors. During the year ended December 31, 2021, the Company |
granted the following qualified (market value) options from the 2011 Non-Employee Directors Stock Option Plan for directors to purchase |
shares of common stock as non-cash compensati i. Options to purchase 350,000 shares of Common Stock to seven board members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 252,000 . ii. Options to purchase 50,000 shares of Common Stock were granted to one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 45,000 . These options were granted per the provisions under the Israeli Appendix to the Plan. iii. Options to purchase 1,400,000 shares of Common Stock to six board members and one consultant at an exercise price of $ 0.59 per share. The options vested upon grant and are exercisable through May 21, 2027. The fair value of the options at the date of grant amounted to approximately $ 643,000 . iv. Options to purchase 200,000 shares of Common Stock were granted to one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through May 21, 2027. The fair value of the options at the date of grant amounted to approximately $ 116,000 . These options were granted per the provisions under the Israeli Appendix to the Plan. F- 23 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) C. 2021 Omnibus Incentive |
Stock Option Plan Effective June 9, 2021, the Company’s shareholders |
authorized the adoption of the Zion Oil & Gas, Inc. 2021 Omnibus Incentive Stock Option Plan (“Omnibus Plan”) for employees, |
directors and consultants, initially reserving for issuance thereunder 38,000,000 shares of common stock. The Omnibus Plan provides for the grant of incentive |
stock options, nonqualified stock options, stock appreciation rights, restricted stock, bonus stock, awards in lieu of cash obligations, |
other stock-based awards and performance units. The plan also permits cash payments under certain conditions. The compensation committee of the Board of Directors |
(comprised of independent directors) is responsible for determining the type of award, when and to whom awards are granted, the number |
of shares and the terms of the awards and exercise prices. The options are exercisable for a period not to exceed ten years from the |
date of grant. During |
the year ended December 31, 2022, the Company granted the following options from the 2022 Equity Omnibus Plan for employees, directors |
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 175,000 shares of Common Stock to six senior officers and one staff member at an exercise price of $ 0.1529 per share. The options vested upon grant and are exercisable through January 4, 2032. The fair value of the options at the date of grant amounted to approximately $ 22,000 . ii. Options to purchase 25,000 shares of Common Stock to one senior officer at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 4, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 4,000 . iii. Options to purchase 300,000 shares of Common Stock to one senior officer and one staff member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 39,000 . iv. Options to purchase 200,000 shares of Common Stock one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 29,000 . v. Options to purchase 1,600,000 shares of Common Stock to five senior officers and four staff members at an exercise price of $ 0.15 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 209,000 , and will be recognized during the years 2022 and 2023. vi. Options to purchase 1,400,000 shares of Common Stock to seven board members, at an exercise price of $ 0.15 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 182,000 , and will be recognized during the years 2022 and 2023. vii. Options to purchase 160,000 shares of Common Stock to four staff members, at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 17, 2032. These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 23,000 . viii. Options to purchase 200,000 shares of Common Stock to six staff members at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 26,000 , and will be recognized during the years 2022 and 2023. F- 24 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) ix. Options to purchase 40,000 shares of Common Stock to two consultants at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 5,000 , and will be recognized during the years 2022 and 2023. x. Options to purchase 25,000 shares of Common Stock to one board member, at an exercise price of $ 0.11 per share. The options vested upon grant and are exercisable through April 1, 2032. The fair value of the options at the date of grant amounted to approximately $ 2,000 . xi. Options to purchase 3,210,000 shares of Common Stock to five senior officers, two consultants and ten staff members at an exercise price of $ 0.15 per share. The options vest on April 15, 2023 (on year from the date of grant) and are exercisable through April 15, 2032. The fair value of the options at the date of grant amounted to approximately $ 394,000 , and will be recognized during the years 2022 and 2023. xii. Options to purchase 1,090,000 shares of Common Stock to one senior officer, one board member and five staff members at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through April 15, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 149,000 . xiii. Options to purchase 3,200,000 shares of Common Stock to eight board members at an exercise price of $ 0.15 per share. The options vest on April 15, 2023 (one year from the date of grant) and are exercisable through April 15, 2023. The fair value of the options at the date of grant amounted to approximately $ 393,000 . xiv. Options to purchase 25,000 shares of Common Stock to one board member, at an exercise price of $ 0.2350 per share. The options vested upon grant and are exercisable through August 1, 2032. The fair value of the options at the date of grant amounted to approximately $ 5,000 . xv. Options to purchase 118,000 shares of Common Stock to two senior officers and four staff members at an exercise price of $ 0.2350 per share. The options vested upon grant and are exercisable through August 12, 2032. The fair value of the options at the date of grant amounted to approximately $ 29,000 . xvi. Options to purchase 75,000 shares of Common Stock to four staff members and one consultant at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through August 12, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 13,000 . xvii. Options to purchase 10,000 shares of Common Stock to one staff member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through September 01, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 2,000 . xviii. Options to purchase 2,455,000 shares of Common Stock to four senior officers and thirteen staff members at an exercise price of $ 0.1797 per share. The options vest on September 23, 2023 (one year from the date of grant) and are exercisable through September 23, 2032. The fair value of the options at the date of grant amounted to approximately $ 396,000 , and will be recognized during the years 2022 and 2023. xix. Options to purchase 2,700,000 shares of Common Stock to nine board members at an exercise price of $ 0.1797 per share. The options vest on September 23, 2023 (one year from the date of grant) and are exercisable through September 23, 2023. The fair value of the options at the date of grant amounted to approximately $ 436,000 , and will be recognized during the years 2022 and 2023. xx. Options to purchase 845,000 shares of Common Stock to one senior officer, one board member and four staff members at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through September 23, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 149,000 . F- 25 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) During |
the year ended December 31, 2021, the Company granted the following options from the 2021 Equity Omnibus Plan for employees, directors |
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 25,000 shares of Common Stock to one board member at an exercise price of $ 0.29 per share. The options vested upon grant and are exercisable through June 15, 2031. The fair value of the options at the date of grant amounted to approximately $6,000. ii. Options to purchase 1,425,000 shares of Common Stock to eleven board members and four senior officers at an exercise price of $ 0.39 per share. The options vested upon grant and are exercisable through July 09, 2031 . The fair value of the options at the date of grant amounted to approximately $ 468,000 . iii. Options to purchase 100,000 shares of Common Stock to seven staff members and one consultant at an exercise price of $ 0.39 per share. The options vested upon grant and are exercisable through July 13, 2031 . The fair value of the options at the date of grant amounted to approximately $ 33,000 . iv. Options to purchase 375,000 shares of Common Stock two board member and six staff members at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through July 17, 2031 . These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 140,000 . v. Options to purchase 10,000 shares of Common Stock to one staff member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through September 1, 2031 . These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 2,000 . vi. Options to purchase 413,000 shares of Common Stock to one board member, three senior officers and two employees at an exercise price of $ 0.25 per share. The options vested upon grant and are exercisable through September 1, 2031. The fair value of the options at the date of grant amounted to approximately $ 87,000 . F- 26 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 6 - Stockholders’ Equity (cont’d) D. Warrants and Options The Company has reserved 61,625,387 shares |
of common stock as of December 31, 2022, for the exercise of warrants and options to employees and non-employees, of which 46,820,387 are exercisable. These warrants and options could potentially dilute basic earnings per share in future years. The warrants and options |
exercise prices and expiration dates are as follows: Exercise Price Number of Shares Expiration Date Warrants or Options US$ To non-employees 0.01 10,000 October 01, 2027 Options 0.01 7,500 January 01, 2028 Options 0.01 30,000 February 28, 2028 Options 0.01 80,000 November 18, 2029 Options 0.01 20,000 August 12, 2032 Options 0.01 40,000 January 17, 2032 Options 0.15 50,000 April 15, 2032 Options 0.16 75,000 December 10, 2029 Options 1.67 105,000 October 01, 2024 Options To employees and directors 0.01 10,000 November 11, 2023 Options 0.01 5,000 June 11, 2024 Options 0.01 20,000 June 05, 2026 Options 0.01 130,000 January 01, 2027 Options 0.01 50,000 January 04, 2027 Options 0.01 60,000 April 17, 2027 Options 0.01 200,000 May 21, 2027 Options 0.01 30,000 October 01, 2027 Options 0.01 62,500 January 01, 2028 Options 0.01 25,000 January 04, 2028 Options 0.01 4,000 April 06, 2028 Options 0.01 25,000 January 6, 2029 Options 0.01 35,000 September 18, 2029 Options 0.01 70,000 November 18, 2029 Options 0.01 35,000 January 05, 2030 Options 0.01 75,000 January 04, 2031 Options 0.01 200,000 May 21, 2031 Options 0.01 300,000 July 17, 2031 Options 0.01 10,000 September 01, 2031 Options 0.01 500,000 January 05, 2032 Options 0.01 55,000 January 17, 2032 Options 0.01 960,000 April 15, 2032 Options 0.01 10,000 September 01, 2032 Options 0.01 795,000 September 23, 2032 Options 0.11 25,000 April 01, 2032 Options 0.14 200,000 January 17, 2032 Options 0.15 200,000 January 04, 2032 Options 0.15 3,000,000 January 05, 2032 Options 0.15 6,360,000 April 15, 2032 Options 0.16 340,000 December 10, 2025 Options 0.18 25,000 December 02, 2025 Options 0.18 5,155,000 September 23, 2032 Options 0.24 25,000 August 01, 2032 Options 0.24 118,000 August 12, 2032 Options 0.25 413,000 September 01, 2031 Options 0.28 25,000 September 03, 2025 Options 0.28 25,000 September 03, 2029 Options 0.29 25,000 June 15, 2027 Options 0.39 1,435,000 July 9, 2031 Options 0.59 1,400,000 May 21, 2027 Options 0.59 1,600,000 May 21, 2031 Options 0.92 350,000 January 4, 2027 Options 0.92 550,000 January 4, 2031 Options 1.33 25,000 May 01, 2023 Options 1.38 105,307 January 02, 2025 Options 1.67 300,943 October 01, 2024 Options 1.75 250,000 June 07, 2023 Options 1.78 25,000 September 04, 2024 Options 2.31 250,000 January 01, 2024 Options 4.15 25,000 July 02, 2024 Options To investors 0.01 424,225 February 25, 2023 Warrants 0.25 174,660 June 12, 2023 Warrants 0.25 23,428,348 July 06, 2023 Warrants 1.00 243,853 May 02, 2023 Warrants 1.00 545,900 October 29, 2023 Warrants 1.00 2,144,099 March 03, 2023 Warrants 1.00 359,435 August 14, 2023 Warrants 1.00 4,376,000 July 15, 2023 Warrants 1.00 267,760 May 16, 2023 Warrants 1.00 240,068 January 08, 2023 Warrants 2.00 1,498,804 January 31, 2023 Warrants 2.00 517,875 August 25, 2023 Warrants 3.00 640,710 June 29, 2023 Warrants 5.00 372,400 April 19, 2023 Warrants Total outstanding 0.48 * 61,625,387 * Weighted Average F- 27 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) The stock option transactions since January 1, |
2021 are shown in the table be Number of shares Weighted Average exercise price US$ Outstanding, December 31, 2020 3,797,750 1.14 Changes during 2021 t Granted to employees, officers, directors and others 7,023,000 0.49 Expired/Cancelled/Forfeited ( 654,500 ) 2.30 Exercised ( 424,500 ) 0.05 Outstanding, December 31, 2021 9,741,750 0.64 Changes during 2022 t Granted to employees, officers, directors and others* 17,853,000 0.14 Expired/Cancelled/Forfeited ( 828,500 ) 1.06 Exercised ( 375,000 ) 0.01 Outstanding, December 31, 2022 26,391,250 0.30 Exercisable, December 31, 2022 11,586,250 0.47 The aggregate intrinsic value of options exercised |
during 2022, and 2021 was approximately $ 69,000 , and $ 114,000 respectively. The aggregate intrinsic value of the outstanding |
options and warrants as of December 31, 2022, totaling 61,625,387 was approximately $ 493,000 . The |
aggregate intrinsic value of the outstanding options and warrants as of December 31, 2021, totaling 23,015,115 was approximately $ 337,000 . F- 28 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 6 - Stockholders’ Equity (cont’d) The following table summarizes information about |
stock options outstanding as of December 31, 2022: Shares underlying outstanding options (non-vested) Shares underlying outstanding options (fully vested) Range of exercise price Number outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price Range of exercise price Number Outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price US$ US$ US$ US$ 0.14 240,000 9.05 0.14 0.01 10,000 0.86 0.01 0.15 3,000,000 9.02 0.15 0.01 5,000 1.45 0.01 0.15 6,410,000 9.30 0.15 0.01 20,000 3.42 0.01 0.18 5,155,000 9.74 0.18 0.01 130,000 4.00 0.01 — — — — 0.01 50,000 4.00 0.01 — — — — 0.01 60,000 4.29 0.01 — — — — 0.01 200,000 4.38 0.01 — — — — 0.01 40,000 4.74 0.01 — — — — 0.01 70,000 5.00 0.01 — — — — 0.01 25,000 5.00 0.01 — — — — 0.01 30,000 5.15 0.01 — — — — 0.01 4,000 5.26 0.01 — — — — 0.01 25,000 6.01 0.01 — — — — 0.01 35,000 6.71 0.01 — — — — 0.01 150,000 6.88 0.01 — — — — 0.01 35,000 7.01 0.01 — — — — 0.01 75,000 8.01 0.01 — — — — 0.01 200,000 8.38 0.01 — — — — 0.01 300,000 8.54 0.01 — — — — 0.01 10,000 8.66 0.01 — — — — 0.01 500,000 9.01 0.01 — — — — 0.01 55,000 9.04 0.01 — — — — 0.01 960,000 9.29 0.01 — — — — 0.01 75,000 9.61 0.01 — — — — 0.01 10,000 9.67 0.01 — — — — 0.01 795,000 9.73 0.01 — — — — 0.15 200,000 9.01 0.15 — — — — 0.15 25,000 9.25 0.15 — — — — 0.16 340,000 2.94 0.16 — — — — 0.16 75,000 6.94 0.16 — — — — 0.18 25,000 2.91 0.18 — — — — 0.24 25,000 9.58 0.24 — — — — 0.24 118,000 9.61 0.24 — — — — 0.25 50,000 8.66 0.25 — — — — 0.25 363,000 8.66 0.25 — — — — 0.28 25,000 2.67 0.28 — — — — 0.28 25,000 6.67 0.28 — — — — 0.29 25,000 4.45 0.29 — — — — 0.39 1,435,000 8.52 0.39 — — — — 0.59 1,400,000 4.38 0.59 — — — — 0.59 1,600,000 8.38 0.59 — — — — 0.92 350,000 4.00 0.92 — — — — 0.92 550,000 8.01 0.92 — — — — 1.33 25,000 0.32 1.33 — — — — 1.38 105,307 2.01 1.38 — — — — 1.67 405,943 1.75 1.67 — — — — 1.75 250,000 0.51 1.75 — — — — 1.78 25,000 1.68 1.78 — — — — 2.31 250,000 1.00 2.31 — — — — 4.15 25,000 1.50 4.15 0.14 - 0.18 14,805,000 0.16 0.01 - 4.15 11,586,250 0.47 F- 29 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) Granted to employees The following table sets forth information about |
the weighted-average fair value of options granted to employees and directors during the year, using the Black Scholes option-pricing |
model and the weighted-average assumptions used for such grants: For the year ended December 31, 2022 2021 Weighted-average fair value of underlying stock at grant date $ 0.16 $ 0.56 Dividend yields — — Expected volatility 127 %- 135 % 121 %- 143 % Risk-free interest rates 1.37 %- 3.96 % 0.16 %- 0.85 % Expected life (in years) 5.00 - 5.50 3.00 - 5.00 Weighted-average grant date fair value $ 0.14 $ 0.47 Granted to non-employees The following table sets forth information about |
the weighted-average fair value of options granted to non-employees during the year, using the Black Scholes option-pricing model and |
the weighted-average assumptions used for such grants: For the year ended December 31, 2022 2021 Weighted-average fair value of underlying stock at grant date $ 0.16 $ 0.58 Dividend yields — — Expected volatility 103 %- 104 % 100 %- 113 % Risk-free interest rates 1.78 %- 2.84 % 1.07 %- 1.42 % Expected life (in years) 10.00 6.00 - 10.00 Weighted-average grant date fair value $ 0.10 $ 0.49 F- 30 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) The risk-free interest rate is based on the U.S. |
Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the options. The expected life represents the weighted average |
period of time that options granted are expected to be outstanding. The expected life of the options granted to employees and directors |
is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin No. 110 (“SAB 110”), giving |
consideration to the contractual term of the options and their vesting schedules, as the Company does not have sufficient historical |
exercise data at this time. The expected life of the option granted to non-employees equals their contractual term. In the case of an |
extension of the option life, the calculation was made on the basis of the extended life. D. |
Compensation Cost for Warrant and Option Issuances The following table sets forth information about |
the compensation cost of warrant and option issuances recognized for employees and directo For |
the year ended December 31, 2022 2021 US$ thousands US$ thousands 1,654 3,217 The following table sets forth information about |
the compensation cost of warrant and option issuances recognized for non-employe For |
the year ended December 31, 2022 2021 US$ thousands US$ thousands 14 102 The following table sets forth information about |
the compensation cost of option issuances recognized and capitalized to Unproved Oil & Gas properti For |
the year ended December 31, 2022 2021 US$ thousands US$ thousands 17 — As of December 31, 2022, there was $ 840,000 of |
unrecognized compensation cost, related to non-vested stock options granted under the Company’s various stock option plans. That |
cost is expected to be recognized during 2023. F- 31 Zion Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) E. Dividend Reinvestment |
and Stock Purchase Plan (“DSPP”) On March 13, 2014 Zion filed a registration statement |
on Form S-3 that was part of a replacement registration statement that was filed with the SEC using a “shelf” registration |
process. The registration statement was declared effective by the SEC on March 31, 2014. On February 23, 2017, the Company filed a Form |
S-3 with the SEC (Registration No. 333-216191) as a replacement for the Form S-3 (Registration No. 333-193336), for which the three year |
period ended March 31, 2017, along with the base Prospectus and Supplemental Prospectus. The Form S-3, as amended, and the new base Prospectus |
became effective on March 10, 2017, along with the Prospectus Supplement that was filed and became effective on March 10, 2017. The Prospectus |
Supplement under Registration No. 333-216191 describes the terms of the DSPP and replaces the prior Prospectus Supplement, as amended, |
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