Unassociated Document
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Filed
pursuant to Rule 424(b)(3)
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To
Prospectus dated May 14, 2008
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File
No. 333-148982
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ZION
OIL & GAS, INC.
This
document supplements the prospectus dated May 14, 2008, as supplemented on
October 24, 2008, December 1, 2008 and January 21, 2009. This prospectus
supplement is incorporated by reference into the prospectus. This prospectus
supplement is not complete without, and may not be delivered or utilized except
in connection with, the prospectus, including any amendments or supplements to
the prospectus.
Commencing January 4, 2011 and
continuing through 5:00 p.m. Eastern Time on March 7, 2011 (the "Expiration
Time"), the exercise price of the Unit Warrants will be reduced from $7.00 to
$4.00. Any and all Unit Warrants properly exercised in accordance with the terms
of the Unit Warrants on or after the date hereof and prior to the Expiration
Time will be accepted by Zion at the reduced exercise price and one share of
registered common stock per Unit Warrant will be issued to the exercising Unit
Warrant holder. After the Expiration Time, the $7.00 exercise price included in
the original terms of the Unit Warrants will be reinstituted. Except for the
reduced exercise price of the Unit Warrants prior to the Expiration Time, the
terms of the Warrants remain unchanged. Zion reserves the right to extend the
Expiration Time, however, at this time Zion does not intend to do
so.
Accordingly, all references in the
Prospectus indicating that the exercise price of the Unity Warrants is $7.00 are
hereby deleted and replaced with an exercise price of $4.00 through the
Expiration Time. Thereafter and through January 31, 2012, the expiration date of
the Unit Warrants, the exercise price shall be $7.00.
Investing
in our common stock is very risky. See "Risk Factors" commencing at page 2 of
the prospectus to read about the risks that you should consider before buying
shares of our stock.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if the prospectus
or any prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date
of this prospectus supplement is January 4, 2011.