SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

~~June~~November 1617, 2025

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-33228		20-0065053
(Commission File Number)		(IRS Employer Identification No.)

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 214-221-4610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–-2 of the Securities Exchange Act of 1934 (§ 240.12b–-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

~~--12-31~~Item 3.03 Material Modification to Rights of Security Holders.

~~Item~~On 5November 17, 2025, Zion Oil & Gas, Inc.03 ~~Certificate~~(the of“Company”) ~~Conversion~~executed an Amendment to a certain Warrant Agent Agreement (the “Agreement”) between the Company and ~~Certificate~~Equiniti ofTrust ~~Formation~~Company, LLC, a New York limited liability trust company with offices at 55 Challenger Road, 2nd Floor, Ridgefield Park, N.J. 07660 (“Equiniti”). The Company has implemented an Agreement with Equiniti as the Company’s Warrant Agent (the “Warrant Agent”), under a Warrant Agent Agreement dated August 1, 2014 for the Warrant ZNWAA [trading under the symbol ZNOGW].

~~Certificate~~The ofWarrant ~~Conversion~~ZNWAA ~~from~~[trading ~~Delaware~~under tothe ~~Texas~~symbol ~~with~~ZNOGW] ~~Certificate~~has ofan ~~Formation~~expiration date of ~~Zion~~January ~~Oil & Gas~~31, ~~Inc~~2026.

~~The~~Pursuant ~~Certificate~~to Section 3.2 of ~~Conversion~~the ~~with~~Warrant Agent Agreement, the ~~Delaware~~Company ~~Secretary~~in its sole discretion extended the duration of ~~State~~the ~~was~~above ~~filed~~Warrant onby ~~June~~delaying ~~11,~~the ~~2025~~Expiration ~~[attached~~Date asand ~~Exhibit~~such ~~3(i)~~extension shall be identical in duration among all of the Warrants.~~1].~~ The ~~Certificate~~Company is extending the duration of ~~Conversion~~the ~~from~~Warrant ~~Delaware~~ZNWAA to[trading ~~Texas~~under ~~was~~the ~~duly~~symbol ~~adopted~~ZNOGW] inby ~~accordance~~five ~~with~~(5) ~~Section~~years ~~266~~from the expiration date of ~~the~~January ~~Delaware~~31, ~~General~~2026 ~~Corporation~~to ~~Law~~January 31, 2031.

The Certificate of Conversion to a Texas Filing Entity with the Plan of Conversion and the Certificate of Formation was filed with the Texas Secretary of State on June 11, 2025 [attached as Exhibits 3(i).2 and 3]. The Certificate of Conversion to a Texas Filing Entity with the Plan of Conversion and the Certificate of Formation was adopted in accordance with Sections 10.102, 10.154 and 10.155 of the Texas Business Organizations Code.

On March 17, 2025, the Company’s Board of Directors approved the redomestication from Delaware to Texas by conversion with the Plan of Conversion, the Certificate of Formation and the Bylaws as described in Proposal No. 4 and Annexes A, B and C in the Proxy Statement filed with the SEC on April 10, 2025. On June 4, 2025, the common stockholders at the 2025 Annual Shareholders’ Meeting approved the Company’s Certificates of Conversion from Delaware to Texas, the Certificate of Formation, the Plan of Conversion and the Bylaws [Bylaws attached as Exhibit 3(i).4] [incorporate by reference to the Proxy Statement as filed with the SEC on April 10, 2025 and to Form 8-K as filed with the SEC on June 4, 2025].

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3(i).1 – Certificate of Conversion of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Delaware.

Exhibit 4.1	Amendment to Warrant Agent Agreement effective November 17, 2025 between Zion Oil & Gas, Inc. and Equiniti Trust Company, LLC, as Warrant Agent
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Exhibit 3(i).2 – Certificate of Conversion of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Texas.~~ 1

Exhibit 3(i).3 – Certificate of Formation of Zion Oil & Gas, Inc., filed as of June 11, 2025 with the Secretary of State of the State of Texas.

Exhibit 3(i).4 – Texas Bylaws of Zion Oil & Gas, Inc., as of June 11, 2025.

Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

	Zion Oil and Gas, Inc.
	Zion Oil & Gas, Inc.
Date: June 16, 2025	By:	/s/ Robert Dunn
Date: November 17, 2025	By:	/s/ Robert Dunn
		Robert Dunn
		Chief Executive Officer

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