Materially False and Misleading Statements I

Materially False and Misleading Statements Issued During the Class Period
19. The Class Period begins on March 12, 2018, when Zion filed an annual report on
Form 10-K with the SEC, announcing the Company’s financial and operating results for the
quarter and year ended December 31, 2018 (the “2018 10-K”). The 2018 10-K advised investors
that “Zion’s vision . . . of finding oil and/or natural gas in Israel, is biblically inspired”, citing
“biblical references alluding to the presence of oil and/or gas in territories within the State of
Israel that were formerly within certain ancient biblical tribal areas.”
20. In the 2018 10-K, under the heading “Note 10 – Commitments and
Contingencies”, Zion provided merely the following non-specific representation with respect to
the probability and/or impact of regulatory investigations involving the Company:
A. Litigation
From time to time, the Company may be subject to routine litigation, claims, or
disputes in the ordinary course of business. The Company defends itself
vigorously in all such matters. In the opinion of management, no pending or
known threatened claims, actions or proceedings against the Company are
expected to have a material adverse effect on its financial position, results of
operations or cash flows. However, the Company cannot predict with certainty
the outcome or effect of any such litigation or investigatory matters or any other
pending litigation or claims. There can be no assurance as to the ultimate outcome
of any such lawsuits and investigations.
(Emphasis added.)
21. The 2018 10-K contained signed certifications by the Individual Defendants
pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”), stating that “the information contained in
the [2018 10-K] fairly presents, in all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods presented in” the 2018 10-K.
22. On March 26, 2018, an individual under the user name “FuzzyPandaShort” posted
on the social media platform Twitter an excerpt from a letter purportedly received from the SEC

in response to a Freedom of Information Act (“FOIA”) request for “all documents in possession
of [the] SEC that pertain to investigations regarding Zion Oil & Gas (ZN) for the time period
January 1, 2017 through March 1, 2018.” (See Fig. 1.)
(Fig. 1)
23. The Twitter post highlighted language from the SEC stating that “[w]e are
withholding records that may be responsive to your request under 5 U.S.C. § 552(b)(7)(A), 17
CFR § 200.80(b)(7)(i). This exemption protects from disclosure records compiled for law
enforcement activities.” From this, the Twitter user FuzzyPandaShort concluded that “Zion has
an Undisclosed SEC Investigation.”
24. On March 27, 2018, Zion posted a statement on Twitter in response to
FuzzyPandaShort’s post, unequivocally stating that “There is no SEC investigation. Merely
indicators of a routine FINRA questionnaire that’s standard after a steep rise of our stock
recently.” (See Fig. 2.)