wondering why pps still falling- isit bc of ZN's t
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Posted On: 06/04/2018 10:26:54 PM
wondering why pps still falling- isit bc of ZN's tweet that no info on well testing will be revealed till the testing is done? which asper the May 17 PR of 7-10 das for basic testing/zone would be ca 50 days from beginning of testing
the rights exercised last couple days of may -cannot convert warrant whatever til june29 for 3/share
the options and warrants on this stock can be hard to keep track of as the following from the 10q indicates
so many options available at 1c-when exercised many such shares-once vested -are sold into the market reducing pps
in the 3 options immediately below the table below would imply most options granted to senior officers were already exercised by mar 31,but items in i and iii could result in pps dilution june 30 ff
A. 2011 Equity Incentive Stock Option Plan
During the three months ended March 31, 2018, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors and consultants, to purchase as non-cash compensation (the exercise of penny stock options are taxable on the date of exercise):
i. Options to purchase 330,000 shares of Common Stock to 23 senior officers, staff members and consultants at an exercise price of $.01 per share. The options have vesting schedules of 165,000 shares on June 30, 2018 and 165,000 shares on December 31, 2018. The options are exercisable through January 1, 2028. The fair value of the options at the date of grant amounted to approximately $759,000.
ii. Options to purchase 110,000 shares of Common Stock to five senior officers at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 4, 2028. The fair value of the options at the date of grant amounted to approximately $250,000.
iii. Options to purchase 55,000 shares of Common Stock to three consultants an exercise price of $0.01 per share. The options vested upon grant. However, the exercisability of these options is according to the following schedule: (a) 27,500 options are exercisable on June 30, 2018 and (b) the remaining 27,500 options are exercisable on June 30, 2019. The fair value of the options at the date of grant amounted to $222,000.
B. 2011 Non-Employee Directors Stock Option Plan
During the three months ended March 31, 2018, the Company granted the following qualified (market value) options from the 2011 Non-Employee Directors Stock Option Plan for directors to purchase as non-cash compensation:
i. Options to purchase 400,000 shares of Common Stock to eight board members at an exercise price of $2.31 per share. The options vested upon grant and are exercisable through January 1, 2024. The fair value of the options at the date of grant amounted to approximately $428,000.
9
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
C. Stock Options
The stock option transactions since January 1, 2018 are shown in the table below:
Number of
shares
Weighted Average
exercise price
US$
Outstanding, December 31, 2017 4,339,443 1.37
Changes during 2018 to:
Granted to employees, officers, directors and others * 895,000 1.04
Expired/Cancelled/Forfeited - -
Exercised (4,500 ) 0.01
Outstanding, March 31, 2018 5,229,943 1.31
Exercisable, March 31, 2018 4,824,943 1.42
* The receipt of a stock option grant by the grantee recipient is a non-taxable event according to the Internal Revenue Service. The grantee who later chooses to exercise penny stock options must recognize the market value in income in the year of exercise.
The following table summarizes information about stock options outstanding as of March 31, 2018:
Shares underlying outstanding options (non-vested) Shares underlying outstanding options (fully vested)
Range of
exercise
price Number outstanding Weighted average remaining contractual life (years) Weighted
Average
Exercise
price Range of exercise
price Number
Outstanding Weighted average remaining contractual life (years) Weighted
Average
Exercise
price
US$ US$ US$ US$
— — — — 0.01 15,000 5.62 0.01
— — — — 0.01 15,000 6.00 0.01
— — — — 0.01 5,000 6.20 0.01
— — — — 0.01 15,000 7.35 0.01
— — — — 0.01 10,000 7.50 0.01
— — — — 0.01 25,000 7.75 0.01
— — — — 0.01 355,000 8.18 0.01
— — — — 0.01 575,000 8.75 0.01
— — — — 0.01 10,000 8.76 0.01
— — — — 0.01 80,000 9.04 0.01
— — — — 0.01 10,000 9.42 0.01
0.01 20,000 9.50 0.01 0.01 20,000 9.50 0.01
0.01 295,000 9.75 0.01 0.01 *35,000 9.75 0.01
— — — — 0.01 **55,000 9.91 0 .01
— — — — 0.01 110,000 9.76 0.01
— — — — 1.33 25,000 5.08 1.38
— — — — 1.38 108,000 2.76 1.38
— — — — 1.38 123,057 6.76 1.38
— — — — 1.55 400,000 4.18 1.38
— — — — 1.67 390,000 2.50 1.67
— — — — 1.67 458,886 6.51 1.67
— — — — 1.70 120,000 0.73 1.70
— — — — 1.70 298,500 4.73 1.70
— — — — 1.73 25,000 0.78 1.73
— — — — 1.75 400,000 5.27 1.70
— — — — 1.86 25,000 0.68 1.86
— — — — 1.87 25,000 3.84 1.87
— — — — 1.95 25,000 2.00 1.95
— — — — 1.96 25,000 1.43 1.96
— — — — 2.03 25,000 3.08 2.03
— — — — 2.28 25,000 1.27 2.28
— — — — 2.31 400,000 5.76 2.31
— — — — 2.61 681,500 3.68 2.61
0.01 315,000 0.01 0.01-2.61 4,914,943 1.40
*17,500 options are exercisable on June 30, 2018 and 17,500 are exercisable on December 31, 2018.
**27,500 options are exercisable on June 30, 2018 and 27,500 are exercisable on June 30, 2019.
10
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
Granted to employees
The following table sets forth information about the weighted-average fair value of options granted to employees and directors during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants:
For the three months ended
March 31,
2018 2017
Weighted-average fair value of underlying stock at grant date $ 2.31 $ 1.37
Dividend yields — —
Expected volatility 68%-70 % 60 %
Risk-free interest rates 2.01%-2.25 % 1.86%-1.93 %
Expected lives (in years) 3.50-5.50 5.00
Weighted-average grant date fair value $ 1.69 $ 1.36
Granted to non-employees
The following table sets forth information about the weighted-average fair value of options granted to non-employees during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants:
For the three months ended
March 31,
2018 2017
Weighted-average fair value of underlying stock at grant date $ 3.37 $ 1.36
Dividend yields — —
Expected volatility 73%-76 % 68 %
Risk-free interest rates 2.46%-2.81 % 2.36%-2.45 %
Expected lives (in years) 10.00 10.00
Weighted-average grant date fair value $ 3.36 $ 1.36
11
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the options.
The expected life represents the weighted average period of time that options granted are expected to be outstanding. The expected life of the options granted to employees and directors is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin No. 110 (“SAB 110”), giving consideration to the contractual term of the options and their vesting schedules, as the Company does not have sufficient historical exercise data at this time. The expected life of the option granted to non-employees equals their contractual term. In the case of an extension of the option life, the calculation was made on the basis of the extended life.
D. Compensation Cost for Warrant and Option Issuances
The following table sets forth information about the compensation cost of warrant and option issuances recognized for employees and directors:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
943 2,015
The following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employees:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
302 210
The following table sets forth information about the compensation cost of option issuances recognized for employees and non-employees and capitalized to Unproved Oil & Gas properties:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
297 191
As of March 31, 2018, there was approximately $465,000 of unrecognized compensation cost, related to non-vested stock options granted under the Company’s various stock option plans. The cost is expected to be recognized during the years 2018 and 2019.
E. Dividend Reinvestment and Stock Purchase Plan (“DSPP”)
On March 27, 2014, the Company launched its Dividend Reinvestment and Stock Purchase Plan (the “DSPP”) pursuant to which stockholders and interested investors can purchase shares of the Company’s Common Stock as well as units of the Company’s securities. The terms of the DSPP are described in the Prospectus Supplement originally filed on March 31, 2014 (the “Original Prospectus Supplement”) with the Securities and Exchange Commission (“SEC”) under the Company’s effective registration Statement on Form S-3, as thereafter amended.
12
On January 13, 2015, the Company amended the Original Prospectus Supplement (“Amendment No. 3”) to provide for a unit option (the “Unit Option”) under the DSPP comprised of one share of Common Stock and three Common Stock purchase warrants with each unit priced at $4.00. Each warrant afforded the participant the opportunity to purchase the Company’s Common Stock at a warrant exercise price of $1.00. Each of the three warrants series has different expiration dates that have been extended.
The warrants became exercisable on May 2, 2016 and, in the case of ZNWAB continued to be exercisable through May 2, 2017 (1 year) and, in the case of ZNWAC continued to be exercisable through May 2, 2018 for ZNWAC (2 years) and May 2, 2019 for ZNWAD (3 years), respectively, at a per share exercise price of $1.00.
As of May 2, 2017, any outstanding ZNWAB warrants expired.
As of May 2, 2018, any outstanding ZNWAC warrants expired.
On November 1, 2016, the Company launched a unit offering (the “Unit Program”) under the Company’s DSPP pursuant to which participants could purchase units comprised of seven shares of Common Stock and seven Common Stock purchase warrants, at a per unit purchase price of $10.
The warrant has the symbol “ZNWAE.”
The ZNWAE warrants became exercisable on May 1, 2017 and continue to be exercisable through May 1, 2020 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share at the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination the warrant upon providing 60 days advanced notice to the warrant holders.
On February 23, 2017, the Company filed a Form S-3 with the SEC (Registration No. 333-216191) as a replacement for the Form S-3 (Registration No. 333-193336), along with the base Prospectus and Supplemental Prospectus. The Form S-3, as amended, and the new base Prospectus became effective on March 10, 2017, along with the Prospectus Supplement that was filed and became effective on March 10, 2017. The Prospectus Supplement under Registration No. 333-216191 describes the terms of the DSPP and replaces the prior Prospectus Supplement, as amended, under the prior Registration No. 333-193336.
On May 22, 2017, the Company launched a new unit offering (the “New Unit Program”). The New Unit Program consisted of a new combination of common stock and warrants, a new time period in which to purchase under the program, and a new unit price, but otherwise the same unit program features, conditions and terms in the Prospectus Supplement applied. The New Unit Program terminated on July 12, 2017. This New Unit Program enabled participants to purchase Units of the Company’s securities where each Unit (priced at $250.00 each) was comprised of (i) the number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 25 shares of Common Stock at a warrant exercise price of $1.00 per share.
The warrant has the symbol “ZNWAF.”
All ZNWAF warrants became exercisable on August 14, 2017 and continue to be exercisable through August 14, 2020 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders.
On October 16, 2017, the Company initiated another Unit Option Program which terminated on December 6, 2017. This Unit Option Program enabled participants to purchase Units of the Company’s securities where each Unit (priced at $250.00 each) was comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 15 shares of Common Stock at a warrant exercise price of $1.00 per share.
13
The warrant has the symbol “ZNWAG.”
The warrants became exercisable on January 8, 2018 and continue to be exercisable through January 8, 2021 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders.
On February 1, 2018, the Company’s latest Unit Option began and terminated on February 28, 2018. The Unit Option consisted of Units of our securities where each Unit (priced at $250.00 each) was comprised of (i) 50 shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional 50 shares of Common Stock. The investor’s Plan account was credited with the number of shares of the Company’s Common Stock acquired under the Units purchased. Each warrant affords the investor the opportunity to purchase one share of Company Common Stock at a warrant exercise price of $5.00.
The warrant has the symbol “ZNWAH.”
The warrants became exercisable on April 2, 2018 and continue to be exercisable through April 2, 2019 at a per share exercise price of $5.00.
For the three months ended March 31, 2018, approximately $3,835,000 was raised under the DSPP program.
The warrants represented by the ticker ZNWAA are tradable on the NASDAQ market. However, all of the other warrants characterized above, in the table below, and throughout this Form 10-Q, are not tradeable and are used internally for classification and accounting purposes only.
The warrant transactions since January 1, 2018 are shown in the table below:
ZNWAA ZNWAC ZNWAD ZNWAE ZNWAF ZNWAG ZNWAH Total
Outstanding warrants, December 31, 2017 1,524,617 275,152 294,334 3,028,119 460,231 414,300 - 5,996,753
Exercise Price $ 2.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 5.00
Warrant Termination Date 1/31/2020 5/2/2018 5/2/2019 5/2/2020 8/14/2020 1/8/2021 4/2/2019
Change during 2018 to:
Issued - - - 10,493 50 30 373,650 384,223
Exercised (12,825 ) (76,015 ) (6,194 ) (408,346 ) (51,585 ) (159,385 ) - (714,350 )
Expired - - - - - - - -
Outstanding warrants, March 31, 2018 1,511,792 199,137 288,140 2,630,266 408,696 254,945 373,650 5,666,626
14
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
E. Warrant Descriptions
The price and the expiration dates for the series of warrants to investors are as follows:
Period of Grant US$ Expiration Date
ZNWAA Warrants March 2013 – December 2014 2.00 January 31, 2020
ZNWAC Warrants January 2015 – March 2016 1.00 May 02, 2018
ZNWAD Warrants January 2015 – March 2016 1.00 May 02, 2019
ZNWAE Warrants November 2016 – March 2017 1.00 May 01, 2020
ZNWAF Warrants May 2017 – July 2017 1.00 August 14, 2020
ZNWAG Warrants October 2017 – December 2017 1.00 January 08, 2021
ZNWAH Warrants February 2018 5.00 April 2, 2019
15
the rights exercised last couple days of may -cannot convert warrant whatever til june29 for 3/share
the options and warrants on this stock can be hard to keep track of as the following from the 10q indicates
so many options available at 1c-when exercised many such shares-once vested -are sold into the market reducing pps
in the 3 options immediately below the table below would imply most options granted to senior officers were already exercised by mar 31,but items in i and iii could result in pps dilution june 30 ff
A. 2011 Equity Incentive Stock Option Plan
During the three months ended March 31, 2018, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors and consultants, to purchase as non-cash compensation (the exercise of penny stock options are taxable on the date of exercise):
i. Options to purchase 330,000 shares of Common Stock to 23 senior officers, staff members and consultants at an exercise price of $.01 per share. The options have vesting schedules of 165,000 shares on June 30, 2018 and 165,000 shares on December 31, 2018. The options are exercisable through January 1, 2028. The fair value of the options at the date of grant amounted to approximately $759,000.
ii. Options to purchase 110,000 shares of Common Stock to five senior officers at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 4, 2028. The fair value of the options at the date of grant amounted to approximately $250,000.
iii. Options to purchase 55,000 shares of Common Stock to three consultants an exercise price of $0.01 per share. The options vested upon grant. However, the exercisability of these options is according to the following schedule: (a) 27,500 options are exercisable on June 30, 2018 and (b) the remaining 27,500 options are exercisable on June 30, 2019. The fair value of the options at the date of grant amounted to $222,000.
B. 2011 Non-Employee Directors Stock Option Plan
During the three months ended March 31, 2018, the Company granted the following qualified (market value) options from the 2011 Non-Employee Directors Stock Option Plan for directors to purchase as non-cash compensation:
i. Options to purchase 400,000 shares of Common Stock to eight board members at an exercise price of $2.31 per share. The options vested upon grant and are exercisable through January 1, 2024. The fair value of the options at the date of grant amounted to approximately $428,000.
9
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
C. Stock Options
The stock option transactions since January 1, 2018 are shown in the table below:
Number of
shares
Weighted Average
exercise price
US$
Outstanding, December 31, 2017 4,339,443 1.37
Changes during 2018 to:
Granted to employees, officers, directors and others * 895,000 1.04
Expired/Cancelled/Forfeited - -
Exercised (4,500 ) 0.01
Outstanding, March 31, 2018 5,229,943 1.31
Exercisable, March 31, 2018 4,824,943 1.42
* The receipt of a stock option grant by the grantee recipient is a non-taxable event according to the Internal Revenue Service. The grantee who later chooses to exercise penny stock options must recognize the market value in income in the year of exercise.
The following table summarizes information about stock options outstanding as of March 31, 2018:
Shares underlying outstanding options (non-vested) Shares underlying outstanding options (fully vested)
Range of
exercise
price Number outstanding Weighted average remaining contractual life (years) Weighted
Average
Exercise
price Range of exercise
price Number
Outstanding Weighted average remaining contractual life (years) Weighted
Average
Exercise
price
US$ US$ US$ US$
— — — — 0.01 15,000 5.62 0.01
— — — — 0.01 15,000 6.00 0.01
— — — — 0.01 5,000 6.20 0.01
— — — — 0.01 15,000 7.35 0.01
— — — — 0.01 10,000 7.50 0.01
— — — — 0.01 25,000 7.75 0.01
— — — — 0.01 355,000 8.18 0.01
— — — — 0.01 575,000 8.75 0.01
— — — — 0.01 10,000 8.76 0.01
— — — — 0.01 80,000 9.04 0.01
— — — — 0.01 10,000 9.42 0.01
0.01 20,000 9.50 0.01 0.01 20,000 9.50 0.01
0.01 295,000 9.75 0.01 0.01 *35,000 9.75 0.01
— — — — 0.01 **55,000 9.91 0 .01
— — — — 0.01 110,000 9.76 0.01
— — — — 1.33 25,000 5.08 1.38
— — — — 1.38 108,000 2.76 1.38
— — — — 1.38 123,057 6.76 1.38
— — — — 1.55 400,000 4.18 1.38
— — — — 1.67 390,000 2.50 1.67
— — — — 1.67 458,886 6.51 1.67
— — — — 1.70 120,000 0.73 1.70
— — — — 1.70 298,500 4.73 1.70
— — — — 1.73 25,000 0.78 1.73
— — — — 1.75 400,000 5.27 1.70
— — — — 1.86 25,000 0.68 1.86
— — — — 1.87 25,000 3.84 1.87
— — — — 1.95 25,000 2.00 1.95
— — — — 1.96 25,000 1.43 1.96
— — — — 2.03 25,000 3.08 2.03
— — — — 2.28 25,000 1.27 2.28
— — — — 2.31 400,000 5.76 2.31
— — — — 2.61 681,500 3.68 2.61
0.01 315,000 0.01 0.01-2.61 4,914,943 1.40
*17,500 options are exercisable on June 30, 2018 and 17,500 are exercisable on December 31, 2018.
**27,500 options are exercisable on June 30, 2018 and 27,500 are exercisable on June 30, 2019.
10
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
Granted to employees
The following table sets forth information about the weighted-average fair value of options granted to employees and directors during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants:
For the three months ended
March 31,
2018 2017
Weighted-average fair value of underlying stock at grant date $ 2.31 $ 1.37
Dividend yields — —
Expected volatility 68%-70 % 60 %
Risk-free interest rates 2.01%-2.25 % 1.86%-1.93 %
Expected lives (in years) 3.50-5.50 5.00
Weighted-average grant date fair value $ 1.69 $ 1.36
Granted to non-employees
The following table sets forth information about the weighted-average fair value of options granted to non-employees during the year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants:
For the three months ended
March 31,
2018 2017
Weighted-average fair value of underlying stock at grant date $ 3.37 $ 1.36
Dividend yields — —
Expected volatility 73%-76 % 68 %
Risk-free interest rates 2.46%-2.81 % 2.36%-2.45 %
Expected lives (in years) 10.00 10.00
Weighted-average grant date fair value $ 3.36 $ 1.36
11
Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the options.
The expected life represents the weighted average period of time that options granted are expected to be outstanding. The expected life of the options granted to employees and directors is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin No. 110 (“SAB 110”), giving consideration to the contractual term of the options and their vesting schedules, as the Company does not have sufficient historical exercise data at this time. The expected life of the option granted to non-employees equals their contractual term. In the case of an extension of the option life, the calculation was made on the basis of the extended life.
D. Compensation Cost for Warrant and Option Issuances
The following table sets forth information about the compensation cost of warrant and option issuances recognized for employees and directors:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
943 2,015
The following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employees:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
302 210
The following table sets forth information about the compensation cost of option issuances recognized for employees and non-employees and capitalized to Unproved Oil & Gas properties:
For the three months ended March 31,
2018 2017
US$ thousands US$ thousands
297 191
As of March 31, 2018, there was approximately $465,000 of unrecognized compensation cost, related to non-vested stock options granted under the Company’s various stock option plans. The cost is expected to be recognized during the years 2018 and 2019.
E. Dividend Reinvestment and Stock Purchase Plan (“DSPP”)
On March 27, 2014, the Company launched its Dividend Reinvestment and Stock Purchase Plan (the “DSPP”) pursuant to which stockholders and interested investors can purchase shares of the Company’s Common Stock as well as units of the Company’s securities. The terms of the DSPP are described in the Prospectus Supplement originally filed on March 31, 2014 (the “Original Prospectus Supplement”) with the Securities and Exchange Commission (“SEC”) under the Company’s effective registration Statement on Form S-3, as thereafter amended.
12
On January 13, 2015, the Company amended the Original Prospectus Supplement (“Amendment No. 3”) to provide for a unit option (the “Unit Option”) under the DSPP comprised of one share of Common Stock and three Common Stock purchase warrants with each unit priced at $4.00. Each warrant afforded the participant the opportunity to purchase the Company’s Common Stock at a warrant exercise price of $1.00. Each of the three warrants series has different expiration dates that have been extended.
The warrants became exercisable on May 2, 2016 and, in the case of ZNWAB continued to be exercisable through May 2, 2017 (1 year) and, in the case of ZNWAC continued to be exercisable through May 2, 2018 for ZNWAC (2 years) and May 2, 2019 for ZNWAD (3 years), respectively, at a per share exercise price of $1.00.
As of May 2, 2017, any outstanding ZNWAB warrants expired.
As of May 2, 2018, any outstanding ZNWAC warrants expired.
On November 1, 2016, the Company launched a unit offering (the “Unit Program”) under the Company’s DSPP pursuant to which participants could purchase units comprised of seven shares of Common Stock and seven Common Stock purchase warrants, at a per unit purchase price of $10.
The warrant has the symbol “ZNWAE.”
The ZNWAE warrants became exercisable on May 1, 2017 and continue to be exercisable through May 1, 2020 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share at the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination the warrant upon providing 60 days advanced notice to the warrant holders.
On February 23, 2017, the Company filed a Form S-3 with the SEC (Registration No. 333-216191) as a replacement for the Form S-3 (Registration No. 333-193336), along with the base Prospectus and Supplemental Prospectus. The Form S-3, as amended, and the new base Prospectus became effective on March 10, 2017, along with the Prospectus Supplement that was filed and became effective on March 10, 2017. The Prospectus Supplement under Registration No. 333-216191 describes the terms of the DSPP and replaces the prior Prospectus Supplement, as amended, under the prior Registration No. 333-193336.
On May 22, 2017, the Company launched a new unit offering (the “New Unit Program”). The New Unit Program consisted of a new combination of common stock and warrants, a new time period in which to purchase under the program, and a new unit price, but otherwise the same unit program features, conditions and terms in the Prospectus Supplement applied. The New Unit Program terminated on July 12, 2017. This New Unit Program enabled participants to purchase Units of the Company’s securities where each Unit (priced at $250.00 each) was comprised of (i) the number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 25 shares of Common Stock at a warrant exercise price of $1.00 per share.
The warrant has the symbol “ZNWAF.”
All ZNWAF warrants became exercisable on August 14, 2017 and continue to be exercisable through August 14, 2020 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders.
On October 16, 2017, the Company initiated another Unit Option Program which terminated on December 6, 2017. This Unit Option Program enabled participants to purchase Units of the Company’s securities where each Unit (priced at $250.00 each) was comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 (the price of one Unit) by the average of the high and low sale prices of the Company’s Common Stock as reported on the NASDAQ on the unit purchase date and (ii) Common Stock purchase warrants to purchase an additional 15 shares of Common Stock at a warrant exercise price of $1.00 per share.
13
The warrant has the symbol “ZNWAG.”
The warrants became exercisable on January 8, 2018 and continue to be exercisable through January 8, 2021 at a per share exercise price of $1.00. The warrant terms provide that if the Company’s Common Stock trades above $5.00 per share as the closing price for 15 consecutive trading days at any time prior to the expiration date of the warrant, the Company has the sole discretion to accelerate the termination date of the warrant upon providing 60 days advanced notice to the warrant holders.
On February 1, 2018, the Company’s latest Unit Option began and terminated on February 28, 2018. The Unit Option consisted of Units of our securities where each Unit (priced at $250.00 each) was comprised of (i) 50 shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional 50 shares of Common Stock. The investor’s Plan account was credited with the number of shares of the Company’s Common Stock acquired under the Units purchased. Each warrant affords the investor the opportunity to purchase one share of Company Common Stock at a warrant exercise price of $5.00.
The warrant has the symbol “ZNWAH.”
The warrants became exercisable on April 2, 2018 and continue to be exercisable through April 2, 2019 at a per share exercise price of $5.00.
For the three months ended March 31, 2018, approximately $3,835,000 was raised under the DSPP program.
The warrants represented by the ticker ZNWAA are tradable on the NASDAQ market. However, all of the other warrants characterized above, in the table below, and throughout this Form 10-Q, are not tradeable and are used internally for classification and accounting purposes only.
The warrant transactions since January 1, 2018 are shown in the table below:
ZNWAA ZNWAC ZNWAD ZNWAE ZNWAF ZNWAG ZNWAH Total
Outstanding warrants, December 31, 2017 1,524,617 275,152 294,334 3,028,119 460,231 414,300 - 5,996,753
Exercise Price $ 2.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 5.00
Warrant Termination Date 1/31/2020 5/2/2018 5/2/2019 5/2/2020 8/14/2020 1/8/2021 4/2/2019
Change during 2018 to:
Issued - - - 10,493 50 30 373,650 384,223
Exercised (12,825 ) (76,015 ) (6,194 ) (408,346 ) (51,585 ) (159,385 ) - (714,350 )
Expired - - - - - - - -
Outstanding warrants, March 31, 2018 1,511,792 199,137 288,140 2,630,266 408,696 254,945 373,650 5,666,626
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Zion Oil & Gas, Inc.
Notes to Financial Statements
Note 3 - Stockholders’ Equity (cont’d)
E. Warrant Descriptions
The price and the expiration dates for the series of warrants to investors are as follows:
Period of Grant US$ Expiration Date
ZNWAA Warrants March 2013 – December 2014 2.00 January 31, 2020
ZNWAC Warrants January 2015 – March 2016 1.00 May 02, 2018
ZNWAD Warrants January 2015 – March 2016 1.00 May 02, 2019
ZNWAE Warrants November 2016 – March 2017 1.00 May 01, 2020
ZNWAF Warrants May 2017 – July 2017 1.00 August 14, 2020
ZNWAG Warrants October 2017 – December 2017 1.00 January 08, 2021
ZNWAH Warrants February 2018 5.00 April 2, 2019
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