Zion Oil & Gas, Inc.

ZNOG: 8-K · amendment

Zion Oil & Gas filed an 8-K on September 14, 2026 reporting an amendment to its bylaws under Item 5.03, adding Section 6.7 to Article VI and attaching the fully amended bylaws as Exhibit 3(i).1. The amended bylaws make shareholder action unusually difficult: to bring business before an annual meeting or nominate directors outside the board's slate, a shareholder must have held at least 20 percent of the outstanding common stock continuously for at least one year, and the new proxy access provision requires 20 percent ownership for three years — far above the 3 percent threshold typical of public companies. Additional provisions allow only the board majority, chairperson, CEO, or president to call special meetings, and require unanimous written consent for shareholder action, effectively insulating the board from activist campaigns. The amendment carries no immediate financial impact but materially reduces shareholder rights.

SEC 8-K•1mo ago

ZNOG: 8-K · offering registration

Zion Oil & Gas filed an 8-K on September 10, 2026 disclosing Amendment No. 2 to its DSPP prospectus supplement, extending the Unit Option Program by the maximum allowed 15 days from September 10 to September 25, 2026. The program operates under the company's S-3 registration statement (File No. 333-283500) declared effective December 11, 2024. Each $250.00 Unit consists of common stock priced off the average of the OTCQX high and low sale prices on the purchase date, plus warrants (notated ZNWBD) to buy an additional 75 shares at $0.75 each. The warrants become exercisable October 27, 2026 and expire April 27, 2027, and are not registered for trading on any market. The extension signals the company's continued reliance on retail direct-purchase capital and adds future dilution via the low-strike warrants. Equiniti Trust Company, LLC serves as warrant agent under an agreement effective August 12, 2026, though the warrant certificate exhibits contain internal inconsistencies, including differing exercise dates and a reference to a different transfer agent.

SEC 8-K•1mo ago

ZNOG: 10-Q · periodic report

Zion Oil & Gas filed its Q2 2026 Form 10-Q reporting a net loss of $2.05 million for the quarter and $4.13 million for the first six months of 2026, wider than the $1.91 million and $3.59 million posted a year earlier. The company has no revenue-generating operations and is a pre-production oil and gas explorer in Israel. The filing carries explicit going-concern language: management states there is substantial doubt about the company's ability to continue as a going concern. Zion held $9.6 million in unrestricted cash at June 30, 2026, estimates roughly $600,000 of monthly spend when idle plus a minimum of about $2.5 million more per month while actively drilling, and believes existing cash plus anticipated DSPP proceeds will fund operations only through December 2026. On operations, field work commenced June 10, 2026 on the planned horizontal sidetrack of the Megiddo-Jezreel #2 well, and the Israel Ministry of Energy extended the NMVL 434 license (about 75,000 acres) to September 13, 2027. The company's recertified rig was renamed JB-1 in honor of late founder John Brown. Funding remains reliant on continuous DSPP equity sales, which brought in about $11.4 million in H1 2026 and another $1.1 million from July 1 through August 6, 2026. Shares outstanding grew to roughly 1.19 billion, and 189.8 million warrants with strikes between $0.18 and $2.00 remain outstanding, underscoring persistent dilution risk.

SEC 10-Q•2mo ago

ZNOG: 8-K · leadership change

Zion Oil & Gas, Inc. announced the death of its founder and Executive Chairman, John Brown, who passed away on May 22, 2026, at the age of 86. Brown had led the company for more than four decades, driving its specific mission to discover and develop oil and gas reserves in Israel. The company confirmed that a succession plan is already in place, led by CEO Robert W. A. Dunn and President and CFO Michael B. Croswell, Jr. Brown had intended to retire as Executive Chairman at the annual shareholders' meeting on June 2, 2026, but his passing occurred six days earlier. While management expressed commitment to continuing Brown's vision, the sudden loss of a long-standing founder introduces significant leadership uncertainty for the small-cap energy firm, potentially impacting investor confidence and strategic continuity.

SEC 8-K•5mo ago