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

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below, management believes that our existing cash balance, excluding anticipated proceeds under the DSPP, will be sufficient to finance
our plan of operations through November 2023. The outbreak of the coronavirus
and the Israel-Hamas war have to date significantly disrupted business operations. The extent to which the coronavirus and the war impacts
our operations, specifically our capital raising efforts, as well as our ability to continue our exploratory efforts, will depend on future
developments, which are highly uncertain and cannot be predicted with confidence. No
assurance can be provided that we will be able to raise the needed operating capital. Even
if we raise the needed funds, there are factors that can nevertheless adversely impact our ability to fund our operating needs, including
(without limitation), unexpected or unforeseen cost overruns in planned non-drilling exploratory work in existing license areas, the
costs associated with extended delays in undertaking the required exploratory work, and plugging and abandonment activities which is
typical of what we have experienced in the past. The
financial information contained in these consolidated financial statements has been prepared on a basis that assumes that we will continue
as a going concern for one year from the date the financials were issued, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. This financial information and these condensed consolidated financial
statements do not include any adjustments that may result from the outcome of this uncertainty. Off-Balance
Sheet Arrangements We
do not currently use any off-balance sheet arrangements to enhance our liquidity or capital resource position, or for any other purpose. Recently
Issued Accounting Pronouncements The
Company does not believe that the adoption of any recently issued accounting pronouncements in 2023 had a significant impact on our financial
position, results of operations, or cash flow. 42 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market
risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes
may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. In the
normal course of doing business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest
rates. Foreign
Currency Exchange Rate Risks. A portion of our expenses, primarily labor expenses and certain supplier contracts, are denominated
in New Israeli Shekels (“NIS”). As a result, we have significant exposure to the risk of fluctuating exchange rates with
the U.S. Dollar (“USD”), our primary reporting currency. During the period January 1, 2023 through September 30, 2023, the
USD has fluctuated by approximately 8.7% against the NIS (the USD strengthened relative to the NIS). Also, during the period January
1, 2022 through December 31, 2022, the USD fluctuated by approximately 13.2% against the NIS (the USD strengthened relative to the NIS).
Continued strengthening of the US dollar against the NIS will result in lower operating costs from NIS denominated expenses. To date,
we have not hedged any of our currency exchange rate risks, but we may do so in the future. Interest
Rate Risk. Our exposure to market risk relates to our cash and investments. We maintain an investment portfolio of short-term bank deposits
and money market funds. The securities in our investment portfolio are not leveraged, and are, due to their very short-term nature, subject
to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our investments,
we do not believe that a change in market interest rates would have a significant negative impact on the value of our investment portfolio
except for reduced income in a low interest rate environment. At September 30, 2023 we had cash, cash equivalents and short-term and
long-term bank deposits, including restricted Israeli deposits, of approximately $1,530,000. The weighted average annual interest rate
related to our cash and cash equivalents for the three and nine months ended September 30, 2023, exclusive of funds at US banks that
earn no interest, was approximately 4.45% and 3.51%, respectively. The
primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly
increasing risk. To achieve this objective, we invest our excess cash in short-term bank deposits and money market funds that may invest
in high quality debt instruments. ITEM
4. CONTROLS AND PROCEDURES We
maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file
or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time period specified
in the SEC’s rules and forms. As of September 30, 2023, our chief executive officer and our chief financial officer conducted an
evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and
our chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2023. Changes
in Internal Control over Financial Reporting There
were no changes in internal controls over financial reporting that occurred during the quarter ended September 30, 2023 that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 43 PART
II—OTHER INFORMATION ITEM
1. LEGAL PROCEEDINGS Securities
and Exchange Commission (“SEC”) Investigation As
previously disclosed by the Company, on June 21, 2018, the Fort Worth Regional Office of the SEC informed Zion that it was conducting
a formal, non-public investigation and asked that we provide certain information and documents in connection with its investigation,
which we did. On
April 5, 2023, the Company received from the Fort Worth Regional Office of the SEC written notice to the Company concluding the investigation
as to the Company and that the SEC does “not intend to recommend an enforcement action by the Commission against Zion.” Litigation From
time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends
itself vigorously in all such matters. However, we cannot predict the outcome or effect of any of the potential litigation, claims or
disputes. The
Company is not subject to any litigation at the present time. ITEM
1A. RISK FACTORS During the quarter ended September
30, 2023, there were no material changes to the risk factors previously reported in our Annual Report on Form 10-K for the year ended
December 31, 2022. However, as described in Footnote 7 – Subsequent Events, the Gaza militant terrorist organization Hamas infiltrated
southern Israel on October 7, 2023, and Israel subsequently declared war on Hamas. We are, therefore, adding an additional risk factor
as follows: Our
exploration focus on the nation of Israel subjects us to operational risks associated with various uncertainties associated with wars
and skirmishes between Israel and other organizations and/or countries, including , but not limited to, Hamas, Hezbollah, Palestinian
Islamic Jihad and Iran. Our operation requires us
to bring certain equipment, supplies and personnel into Israel and we also require the cooperation and approval of several departments,
agencies and ministries within Israel. When Israel is at war and all of Israel’s national focus is on accomplishing its wartime
objectives, our ability to pursue our exploration program is adversely affected. We, therefore, have no way to determine how long Israel
will remain at war and the resulting impacts on our business. ITEM
2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS None. ITEM
3. DEFAULTS UPON SENIOR SECURITIES None. ITEM
4. MINE SAFETY DISCLOSURES None. ITEM
5. OTHER INFORMATION : None. 44 ITEM
6. EXHIBITS Exhibit
Index : 10.1 New Megiddo Valleys License 434 31.1 Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 under the Exchange Act 31.2 Certification
of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 under the Exchange Act 32.1 Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only) 32.2 Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only) 101.INS Inline
XBRL Instance Document 101.SCH Inline
XBRL Taxonomy Extension Schema Document 101.CAL Inline
XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline
XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline
XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline
XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 45 SIGNATURES Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized. ZION
OIL & GAS, INC. (Registrant) By: /s/
Robert W.A. Dunn By: /s/
Michael B. Croswell Jr. Robert
W. A. Dunn Michael
B. Croswell Jr. Chief
Executive Officer Chief

below, management believes that our existing cash balance, excluding anticipated proceeds under the DSPP, will be sufficient to finance

our plan of operations through November 2023. The outbreak of the coronavirus

and the Israel-Hamas war have to date significantly disrupted business operations. The extent to which the coronavirus and the war impacts

our operations, specifically our capital raising efforts, as well as our ability to continue our exploratory efforts, will depend on future

developments, which are highly uncertain and cannot be predicted with confidence. No

assurance can be provided that we will be able to raise the needed operating capital. Even

if we raise the needed funds, there are factors that can nevertheless adversely impact our ability to fund our operating needs, including

(without limitation), unexpected or unforeseen cost overruns in planned non-drilling exploratory work in existing license areas, the

costs associated with extended delays in undertaking the required exploratory work, and plugging and abandonment activities which is

typical of what we have experienced in the past. The

financial information contained in these consolidated financial statements has been prepared on a basis that assumes that we will continue

as a going concern for one year from the date the financials were issued, which contemplates the realization of assets and the satisfaction

of liabilities and commitments in the normal course of business. This financial information and these condensed consolidated financial

statements do not include any adjustments that may result from the outcome of this uncertainty. Off-Balance

Sheet Arrangements We

do not currently use any off-balance sheet arrangements to enhance our liquidity or capital resource position, or for any other purpose. Recently

Issued Accounting Pronouncements The

Company does not believe that the adoption of any recently issued accounting pronouncements in 2023 had a significant impact on our financial

position, results of operations, or cash flow. 42 ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market

risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes

may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. In the

normal course of doing business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest

rates. Foreign

Currency Exchange Rate Risks. A portion of our expenses, primarily labor expenses and certain supplier contracts, are denominated

in New Israeli Shekels (“NIS”). As a result, we have significant exposure to the risk of fluctuating exchange rates with

the U.S. Dollar (“USD”), our primary reporting currency. During the period January 1, 2023 through September 30, 2023, the

USD has fluctuated by approximately 8.7% against the NIS (the USD strengthened relative to the NIS). Also, during the period January

1, 2022 through December 31, 2022, the USD fluctuated by approximately 13.2% against the NIS (the USD strengthened relative to the NIS).

Continued strengthening of the US dollar against the NIS will result in lower operating costs from NIS denominated expenses. To date,

we have not hedged any of our currency exchange rate risks, but we may do so in the future. Interest

Rate Risk. Our exposure to market risk relates to our cash and investments. We maintain an investment portfolio of short-term bank deposits

and money market funds. The securities in our investment portfolio are not leveraged, and are, due to their very short-term nature, subject

to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our investments,

we do not believe that a change in market interest rates would have a significant negative impact on the value of our investment portfolio

except for reduced income in a low interest rate environment. At September 30, 2023 we had cash, cash equivalents and short-term and

long-term bank deposits, including restricted Israeli deposits, of approximately $1,530,000. The weighted average annual interest rate

related to our cash and cash equivalents for the three and nine months ended September 30, 2023, exclusive of funds at US banks that

earn no interest, was approximately 4.45% and 3.51%, respectively. The

primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly

increasing risk. To achieve this objective, we invest our excess cash in short-term bank deposits and money market funds that may invest

in high quality debt instruments. ITEM

4. CONTROLS AND PROCEDURES We

maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file

or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time period specified

in the SEC’s rules and forms. As of September 30, 2023, our chief executive officer and our chief financial officer conducted an

evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and

our chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2023. Changes

in Internal Control over Financial Reporting There

were no changes in internal controls over financial reporting that occurred during the quarter ended September 30, 2023 that have materially

affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 43 PART

II—OTHER INFORMATION ITEM

1. LEGAL PROCEEDINGS Securities

and Exchange Commission (“SEC”) Investigation As

previously disclosed by the Company, on June 21, 2018, the Fort Worth Regional Office of the SEC informed Zion that it was conducting

a formal, non-public investigation and asked that we provide certain information and documents in connection with its investigation,

which we did. On

April 5, 2023, the Company received from the Fort Worth Regional Office of the SEC written notice to the Company concluding the investigation

as to the Company and that the SEC does “not intend to recommend an enforcement action by the Commission against Zion.” Litigation From

time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends

itself vigorously in all such matters. However, we cannot predict the outcome or effect of any of the potential litigation, claims or

disputes. The

Company is not subject to any litigation at the present time. ITEM

1A. RISK FACTORS During the quarter ended September

30, 2023, there were no material changes to the risk factors previously reported in our Annual Report on Form 10-K for the year ended

December 31, 2022. However, as described in Footnote 7 – Subsequent Events, the Gaza militant terrorist organization Hamas infiltrated

southern Israel on October 7, 2023, and Israel subsequently declared war on Hamas. We are, therefore, adding an additional risk factor

as follows: Our

exploration focus on the nation of Israel subjects us to operational risks associated with various uncertainties associated with wars

and skirmishes between Israel and other organizations and/or countries, including , but not limited to, Hamas, Hezbollah, Palestinian

Islamic Jihad and Iran. Our operation requires us

to bring certain equipment, supplies and personnel into Israel and we also require the cooperation and approval of several departments,

agencies and ministries within Israel. When Israel is at war and all of Israel’s national focus is on accomplishing its wartime

objectives, our ability to pursue our exploration program is adversely affected. We, therefore, have no way to determine how long Israel

will remain at war and the resulting impacts on our business. ITEM

2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS None. ITEM

3. DEFAULTS UPON SENIOR SECURITIES None. ITEM

4. MINE SAFETY DISCLOSURES None. ITEM

5. OTHER INFORMATION : None. 44 ITEM

6. EXHIBITS Exhibit

Index : 10.1 New Megiddo Valleys License 434 31.1 Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 under the Exchange Act 31.2 Certification

of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 under the Exchange Act 32.1 Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only) 32.2 Certification

of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished only) 101.INS Inline

XBRL Instance Document 101.SCH Inline

XBRL Taxonomy Extension Schema Document 101.CAL Inline

XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline

XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline

XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline

XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 45 SIGNATURES Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned

thereunto duly authorized. ZION

OIL & GAS, INC. (Registrant) By: /s/

Robert W.A. Dunn By: /s/

Michael B. Croswell Jr. Robert

W. A. Dunn Michael

B. Croswell Jr. Chief

Executive Officer Chief