Item 8.01 Other Events

On December 11, 2019, Zion Oil & Gas, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") the prospectus supplement dated as of December 11, 2019 and accompanying base prospectus dated November 27, 2019 (collectively, the "Prospectus") relating to the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan" or "DSPP"). The Prospectus forms a part of the Company's Registration Statement on Form S-1 (File No. 333-235299), as amended, which was declared effective by the SEC on December 11, 2019 (the "Registration Statement").





DSPP Program

Under the Plan, the Company, pursuant to a Request for Waiver Program, executed Waiver Term Sheets under a unit option program consisting of a Unit (shares of stock and warrants) of its securities with a participant. The participant's Plan account will be credited with the number of shares of the Company's Common Stock and warrants that are 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 "ZNWAM." The warrants will not be registered for trading on the OTCQX or any other stock market or trading market. The warrants will become exercisable on January 15, 2021 and continue to be exercisable through July 15, 2022 (18 months) at a per share exercise price of $1.00.





Warrant Agent Agreement

Effective January 15, 2021, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent, Exhibit 4.7 below, for the warrant notated as ZNWAM. The Company is filing the items included in Exhibits 4.6 and 4.7 to this Current Report on Form 8-K, each of which relates to the above Registration Statement, for the purpose of incorporating such items as exhibits to the Registration Statement for the DSPP Program.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit 4.6 -    Form of Warrant included in the Unit Option Program (new warrant
               ZNWAM), Annex B under the Prospectus Supplement

Exhibit 4.7 -    Warrant Agent Agreement effective January 15, 2021 between Zion Oil
               & Gas, Inc. and American Stock Transfer & Trust Company, LLC, as
               Warrant Agent




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