arcee-ai/sec-data-full · Datasets at Hugging Face

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stock market or trading market. The warrants were issued and became exercisable on June 22, 2021 and continue to be exercisable
through June 22, 2022 at a per share exercise price of $.25. Additionally, Zion incurred $115,000 in equity issuance costs to an
outside party related to this waiver program. On
March 21, 2022, the Company extended the termination date of the ZNWAR Warrant by one (1) year from the expiration date of June 22, 2022
to June 22, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. Under
our Plan, the Company under a Request For Waiver Program executed a Waiver Term Sheet to a participant. After conclusion of the program
on September 15, 2021, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock
that were acquired. Under
our Plan, the Company under a Request For Waiver Program executed a Waiver Term Sheet of a unit program consisting ofunits of shares
of stock and warrants to a participant. After conclusion of the program on November 15, 2021, the participant’s Plan account
will be credited with the number of shares of the Company’s Common Stock and Warrants that will be acquired. Each warrant
affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $1.00. The warrant
shall have the company notation of “ZNWAS.” The warrants will not be registered for trading on the OTCQX or any other
stock market or trading market. The warrants will be exercisable on November 15, 2023 and continue to be exercisable through
December 31, 2023 at a per share exercise price of $1.00. During 2021, two
participants who participated in the “Request for Waiver” aspect of the DSPP contributed approximately 67% of the cash
raised through the DSPP. During the three months ended March 31, 2022, one participant in the “Request for Waiver”
aspect of the DSPP contributed approximately 85% of the cash raised through the DSPP. On
December 9, 2019 Zion filed an Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-235299) solely for the purpose
of re-filing a revised Exhibit 5.1 to the Registration Statement. This Amendment No. 1 does not modify any provision of the prospectus
that forms a part of the Registration Statement and accordingly, such prospectus has not been included herein. On
December 10, 2021 Zion filed an Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-235299) for the purpose of converting
the existing Form S-1 to the Registration Statement on Form S-3. This Amendment No. 1 does not modify any provision of the prospectus
that forms a part of the Registration Statement and accordingly such prospectus has not been included herein. For
the three months ended March 31, 2022, and 2021, approximately $ 11,427,000 , and $ 2,849,000 were raised under the DSPP program, respectively. The company raised approximately $ 2,585,000 from the period April
1, 2022 through May 6, 2022, under the DSPP program. The
warrants represented by the company notation ZNWAA are tradeable on the OTCQX market under the symbol ZNOGW. However, all of the other
warrants characterized above, in the table below, and throughout this Form 10-K, are not tradeable and are used internally for classification
and accounting purposes only. 24 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) G.
Subscription Rights Offering On
April 2, 2018 the Company announced an offering (“2018 Subscription Rights Offering”) through American Stock Transfer &
Trust Company, LLC (the “Subscription Agent”), at no cost to the shareholders, of non-transferable Subscription Rights (each
“Right” and collectively, the “Rights”) to purchase its securities to persons who owned shares of our Common
Stock on April 13, 2018 (“the Record Date”). Pursuant to the 2018 Subscription Rights Offering, each holder of shares of
common stock on the Record Date received non-transferable Subscription Rights, with each Right comprised of one share of the Company
Common Stock, par value $ 0.01 per share (the “Common Stock”) and one Common Stock Purchase Warrant to purchase
an additional one share of Common Stock. Each Right could be exercised or subscribed at a per Right subscription price of $ 5.00 .
Each Warrant affords the investor the opportunity to purchase one share of the Company Common Stock at a warrant exercise price of $ 3.00 .
The warrant is referred to as “ZNWAI.” The
warrants became exercisable on June 29, 2018 and continued to be exercisable through June 29, 2020 at a per share exercise price of $ 3.00 ,
after the Company, on December 4, 2018, extended the termination date of the Warrant by one (1) year from the expiration date of June
29, 2019 to June 29, 2020. On
May 29, 2019, the Company extended the termination date of the ZNWAI Warrant by one (1) year from the expiration date of June 29, 2020
to June 29, 2021. On
September 15, 2020, the Company extended the termination date of the ZNWAI Warrant by two (2) years from the expiration date of June
29, 2021 to June 29, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to
this extension. Each
shareholder received .10 (one tenth) of a Subscription Right (i.e. one Subscription Right for each 10 shares owned) for each share of
the Company’s Common Stock owned on the Record Date. The
2018 Subscription Rights Offering terminated on May 31, 2018. The Company raised net proceeds of approximately $ 3,038,000 , from the subscription
of Rights, after deducting fees and expenses of $ 243,000 incurred in connection with the rights offering. 25 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) H.
Warrant Table The
warrants balances at December 31, 2021 and transactions since January 1, 2022 are shown in the table be Warrants Exercise Price Warrant Termination Date Outstanding Balance, 12/31/2021 Warrants Issued Warrants Exercised Warrants Expired Outstanding Balance, 03/31/2022 ZNWAA $ 2.00 01/31/2023 1,498,804 - - - 1,498,804 ZNWAD $ 1.00 05/02/2023 243,853 - - - 243,853 ZNWAE $ 1.00 05/01/2023 2,144,099 - - - 2,144,099 ZNWAF $ 1.00 08/14/2023 359,435 - - - 359,435 ZNWAG $ 1.00 01/08/2023 240,068 - - - 240,068 ZNWAH $ 5.00 04/19/2023 372,400 - - - 372,400 ZNWAI $ 3.00 06/29/2023 640,730 - - - 640,730 ZNWAJ $ 1.00 10/29/2023 545,900 - - - 545,900 ZNWAK $ 0.01 02/25/2023 431,655 - ( 1,750 ) - 429,905 ZNWAL $ 2.00 08/26/2023 517,875 - - - 517,875 ZNWAM $ 1.00 07/15/2023 4,376,000 - - - 4,376,000 ZNWAN $ 1.00 05/16/2023 267,660 - - - 267,660 ZNWAO $ 0.25 06/12/2023 174,970 - - - 174,970 ZNWAP $ 0.25 06/02/2023 439,916 - - - 439,916 ZNWAR $ 0.25 06/23/2023 1,020,000 - - - 1,020,000 Outstanding warrants 13,273,365 - ( 1,750 ) - 13,271,615 26 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) I.
Warrant Descriptions The
price and the expiration dates for the series of warrants to investors are as follows *: Period
of Grant US$ Expiration
Date ZNWAA Warrants B,C March 2013 – December 2014 2.00 January 31, 2023 ZNWAD Warrants A,B,C January 2015 – March 2016 1.00 May 02, 2023 ZNWAE Warrants B,C November 2016 – March 2017 1.00 May 01, 2023 ZNWAF Warrants A,B,C May 2017 – July 2017 1.00 August 14, 2023 ZNWAG Warrants C October 2017 – December 2017 1.00 January 08, 2023 ZNWAH Warrants A,B,C February 2018 5.00 April 19, 2023 ZNWAI Warrants A,B,C April 2018 – May 2018 3.00 June 29, 2023 ZNWAJ Warrants B,C August 2018 – September 2018 1.00 October 29, 2023 ZNWAK Warrants B,C December 2018 – January 2019 0.01 February 25, 2023 ZNWAL Warrants C July 2019 – August 2019 2.00 August 26, 2023 ZNWAM Warrants D January 2021 – March 2021 1.00 July 15, 2023 ZNWAN Warrants May – June 2021 1.00 May 16, 2023 ZNWAO Warrants June 2021 0.25 June 12, 2023 ZNWAP Warrants D June 2021 0.25 June 03, 2023 ZNWAQ Warrants E June 2021 0.25 July 6, 2022 ZNWAR Warrants D June 2021 0.25 June 23, 2023 ZNWAS Warrants F August 2021 – March 2022 1.00 December 31, 2023 * Zion’s
ZNWAB Warrants expired on May 2, 2017, and the ZNWAC Warrants expired on May 2, 2018 A On December 4, 2018, the Company extended the termination date of the Warrants by one (1) year. B On May 29, 2019, the Company extended the termination date of the Warrants by one (1) year. C On September 15, 2020, the Company extended the termination date of the Warrants by two (2) years. D On March 21, 2022, the Company extended the termination date of the Warrants by one (1) year. E These warrants were issued on May 5, 2022. F These warrants will be exercisable beginning on November 15, 2023 and terminate on December 31, 2023. These warrants will be issued
in November 2023. 27 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
4 - Unproved Oil and Gas Properties, Full Cost Method Unproved
oil and gas properties, under the full cost method, are comprised as follows: March 31, 2022 December 31, 2021 US$
thousands US$
thousands Excluded
from amortization base: Drilling
costs, and other operational related costs 32,703 32,075 Capitalized
salary costs 2,210 2,158 Capitalized
interest costs 1,418 1,418 Legal
and seismic costs, license fees and other preparation costs 11,729 11,260 Other
costs 39 39 48,099 46,950 Changes
in Unproved oil and gas properties during the three months ended March 31, 2022 and 2021 are as follows: March 31, 2022 March 31, 2021 US$
thousands US$
thousands Excluded
from amortization base: Drilling
costs, and other operational related costs 628 7,002 Capitalized
salary costs 52 61 Capitalized
interest costs - 79 Legal
and seismic costs, license fees and other preparation costs 469 1,034 Other
costs - - * 1,149 * 8,176 * Inclusive of non-cash amounts of approximately $ 1,137,000 , and $ 2,442,000 during the three months ended March 31, 2022, and 2021, respectively Please
refer to Footnote 1 – Nature of Operations and Going Concern for more information about Zion’s exploration activities. 28 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
5 - Right of use leases assets and lease obligations The
Company is a lessee in several non-cancellable operating leases, primarily for transportation and office space. The
table below presents the operating lease assets and liabilities recognized on the balance sheets as of March 31, 2022 and December 31,
2021: March 31, 2022 December 31, 2021 US$
thousands US$
thousands Operating
lease assets $ 263 $ 327 Operating
lease liabiliti Current

stock market or trading market. The warrants were issued and became exercisable on June 22, 2021 and continue to be exercisable

through June 22, 2022 at a per share exercise price of $.25. Additionally, Zion incurred $115,000 in equity issuance costs to an

outside party related to this waiver program. On

March 21, 2022, the Company extended the termination date of the ZNWAR Warrant by one (1) year from the expiration date of June 22, 2022

to June 22, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. Under

our Plan, the Company under a Request For Waiver Program executed a Waiver Term Sheet to a participant. After conclusion of the program

on September 15, 2021, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock

that were acquired. Under

our Plan, the Company under a Request For Waiver Program executed a Waiver Term Sheet of a unit program consisting ofunits of shares

of stock and warrants to a participant. After conclusion of the program on November 15, 2021, the participant’s Plan account

will be credited with the number of shares of the Company’s Common Stock and Warrants that will be acquired. Each warrant

affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $1.00. The warrant

shall have the company notation of “ZNWAS.” The warrants will not be registered for trading on the OTCQX or any other

stock market or trading market. The warrants will be exercisable on November 15, 2023 and continue to be exercisable through

December 31, 2023 at a per share exercise price of $1.00. During 2021, two

participants who participated in the “Request for Waiver” aspect of the DSPP contributed approximately 67% of the cash

raised through the DSPP. During the three months ended March 31, 2022, one participant in the “Request for Waiver”

aspect of the DSPP contributed approximately 85% of the cash raised through the DSPP. On

December 9, 2019 Zion filed an Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-235299) solely for the purpose

of re-filing a revised Exhibit 5.1 to the Registration Statement. This Amendment No. 1 does not modify any provision of the prospectus

that forms a part of the Registration Statement and accordingly, such prospectus has not been included herein. On

December 10, 2021 Zion filed an Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-235299) for the purpose of converting

the existing Form S-1 to the Registration Statement on Form S-3. This Amendment No. 1 does not modify any provision of the prospectus

that forms a part of the Registration Statement and accordingly such prospectus has not been included herein. For

the three months ended March 31, 2022, and 2021, approximately $ 11,427,000 , and $ 2,849,000 were raised under the DSPP program, respectively. The company raised approximately $ 2,585,000 from the period April

1, 2022 through May 6, 2022, under the DSPP program. The

warrants represented by the company notation ZNWAA are tradeable on the OTCQX market under the symbol ZNOGW. However, all of the other

warrants characterized above, in the table below, and throughout this Form 10-K, are not tradeable and are used internally for classification

and accounting purposes only. 24 Zion

Oil & Gas, Inc. Consolidated

Condensed Notes to Financial Statements (Unaudited) Note

3 - Stockholders’ Equity (cont’d) G.

Subscription Rights Offering On

April 2, 2018 the Company announced an offering (“2018 Subscription Rights Offering”) through American Stock Transfer &

Trust Company, LLC (the “Subscription Agent”), at no cost to the shareholders, of non-transferable Subscription Rights (each

“Right” and collectively, the “Rights”) to purchase its securities to persons who owned shares of our Common

Stock on April 13, 2018 (“the Record Date”). Pursuant to the 2018 Subscription Rights Offering, each holder of shares of

common stock on the Record Date received non-transferable Subscription Rights, with each Right comprised of one share of the Company

Common Stock, par value $ 0.01 per share (the “Common Stock”) and one Common Stock Purchase Warrant to purchase

an additional one share of Common Stock. Each Right could be exercised or subscribed at a per Right subscription price of $ 5.00 .

Each Warrant affords the investor the opportunity to purchase one share of the Company Common Stock at a warrant exercise price of $ 3.00 .

The warrant is referred to as “ZNWAI.” The

warrants became exercisable on June 29, 2018 and continued to be exercisable through June 29, 2020 at a per share exercise price of $ 3.00 ,

after the Company, on December 4, 2018, extended the termination date of the Warrant by one (1) year from the expiration date of June

29, 2019 to June 29, 2020. On

May 29, 2019, the Company extended the termination date of the ZNWAI Warrant by one (1) year from the expiration date of June 29, 2020

to June 29, 2021. On

September 15, 2020, the Company extended the termination date of the ZNWAI Warrant by two (2) years from the expiration date of June

29, 2021 to June 29, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to

this extension. Each

shareholder received .10 (one tenth) of a Subscription Right (i.e. one Subscription Right for each 10 shares owned) for each share of

the Company’s Common Stock owned on the Record Date. The

2018 Subscription Rights Offering terminated on May 31, 2018. The Company raised net proceeds of approximately $ 3,038,000 , from the subscription

of Rights, after deducting fees and expenses of $ 243,000 incurred in connection with the rights offering. 25 Zion

Oil & Gas, Inc. Consolidated

Condensed Notes to Financial Statements (Unaudited) Note

3 - Stockholders’ Equity (cont’d) H.

Warrant Table The

warrants balances at December 31, 2021 and transactions since January 1, 2022 are shown in the table be Warrants Exercise Price Warrant Termination Date Outstanding Balance, 12/31/2021 Warrants Issued Warrants Exercised Warrants Expired Outstanding Balance, 03/31/2022 ZNWAA $ 2.00 01/31/2023 1,498,804 - - - 1,498,804 ZNWAD $ 1.00 05/02/2023 243,853 - - - 243,853 ZNWAE $ 1.00 05/01/2023 2,144,099 - - - 2,144,099 ZNWAF $ 1.00 08/14/2023 359,435 - - - 359,435 ZNWAG $ 1.00 01/08/2023 240,068 - - - 240,068 ZNWAH $ 5.00 04/19/2023 372,400 - - - 372,400 ZNWAI $ 3.00 06/29/2023 640,730 - - - 640,730 ZNWAJ $ 1.00 10/29/2023 545,900 - - - 545,900 ZNWAK $ 0.01 02/25/2023 431,655 - ( 1,750 ) - 429,905 ZNWAL $ 2.00 08/26/2023 517,875 - - - 517,875 ZNWAM $ 1.00 07/15/2023 4,376,000 - - - 4,376,000 ZNWAN $ 1.00 05/16/2023 267,660 - - - 267,660 ZNWAO $ 0.25 06/12/2023 174,970 - - - 174,970 ZNWAP $ 0.25 06/02/2023 439,916 - - - 439,916 ZNWAR $ 0.25 06/23/2023 1,020,000 - - - 1,020,000 Outstanding warrants 13,273,365 - ( 1,750 ) - 13,271,615 26 Zion

Oil & Gas, Inc. Consolidated

Condensed Notes to Financial Statements (Unaudited) Note

3 - Stockholders’ Equity (cont’d) I.

Warrant Descriptions The

price and the expiration dates for the series of warrants to investors are as follows *: Period

of Grant US$ Expiration

Date ZNWAA Warrants B,C March 2013 – December 2014 2.00 January 31, 2023 ZNWAD Warrants A,B,C January 2015 – March 2016 1.00 May 02, 2023 ZNWAE Warrants B,C November 2016 – March 2017 1.00 May 01, 2023 ZNWAF Warrants A,B,C May 2017 – July 2017 1.00 August 14, 2023 ZNWAG Warrants C October 2017 – December 2017 1.00 January 08, 2023 ZNWAH Warrants A,B,C February 2018 5.00 April 19, 2023 ZNWAI Warrants A,B,C April 2018 – May 2018 3.00 June 29, 2023 ZNWAJ Warrants B,C August 2018 – September 2018 1.00 October 29, 2023 ZNWAK Warrants B,C December 2018 – January 2019 0.01 February 25, 2023 ZNWAL Warrants C July 2019 – August 2019 2.00 August 26, 2023 ZNWAM Warrants D January 2021 – March 2021 1.00 July 15, 2023 ZNWAN Warrants May – June 2021 1.00 May 16, 2023 ZNWAO Warrants June 2021 0.25 June 12, 2023 ZNWAP Warrants D June 2021 0.25 June 03, 2023 ZNWAQ Warrants E June 2021 0.25 July 6, 2022 ZNWAR Warrants D June 2021 0.25 June 23, 2023 ZNWAS Warrants F August 2021 – March 2022 1.00 December 31, 2023 * Zion’s

ZNWAB Warrants expired on May 2, 2017, and the ZNWAC Warrants expired on May 2, 2018 A On December 4, 2018, the Company extended the termination date of the Warrants by one (1) year. B On May 29, 2019, the Company extended the termination date of the Warrants by one (1) year. C On September 15, 2020, the Company extended the termination date of the Warrants by two (2) years. D On March 21, 2022, the Company extended the termination date of the Warrants by one (1) year. E These warrants were issued on May 5, 2022. F These warrants will be exercisable beginning on November 15, 2023 and terminate on December 31, 2023. These warrants will be issued

in November 2023. 27 Zion

Oil & Gas, Inc. Consolidated

Condensed Notes to Financial Statements (Unaudited) Note

4 - Unproved Oil and Gas Properties, Full Cost Method Unproved

oil and gas properties, under the full cost method, are comprised as follows: March 31, 2022 December 31, 2021 US$

thousands US$

thousands Excluded

from amortization base: Drilling

costs, and other operational related costs 32,703 32,075 Capitalized

salary costs 2,210 2,158 Capitalized

interest costs 1,418 1,418 Legal

and seismic costs, license fees and other preparation costs 11,729 11,260 Other

costs 39 39 48,099 46,950 Changes

in Unproved oil and gas properties during the three months ended March 31, 2022 and 2021 are as follows: March 31, 2022 March 31, 2021 US$

thousands US$

thousands Excluded

from amortization base: Drilling

costs, and other operational related costs 628 7,002 Capitalized

salary costs 52 61 Capitalized

interest costs - 79 Legal

and seismic costs, license fees and other preparation costs 469 1,034 Other

costs - - * 1,149 * 8,176 * Inclusive of non-cash amounts of approximately $ 1,137,000 , and $ 2,442,000 during the three months ended March 31, 2022, and 2021, respectively Please

refer to Footnote 1 – Nature of Operations and Going Concern for more information about Zion’s exploration activities. 28 Zion

Oil & Gas, Inc. Consolidated

Condensed Notes to Financial Statements (Unaudited) Note

5 - Right of use leases assets and lease obligations The

Company is a lessee in several non-cancellable operating leases, primarily for transportation and office space. The

table below presents the operating lease assets and liabilities recognized on the balance sheets as of March 31, 2022 and December 31,

2021: March 31, 2022 December 31, 2021 US$

thousands US$

thousands Operating

lease assets $ 263 $ 327 Operating

lease liabiliti Current