Material Event Form 8 K

Item 8.01 Other Events.

On October 9, 2024, Zion Oil & Gas, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") an Amendment No. 12 to the Prospectus Supplement dated as of December 15, 2021 ("Original Prospectus Supplement") and accompanying base prospectus dated December 1, 2021 (collectively, the "Prospectus") relating to the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan" or "DSPP"). The Prospectus forms a part of the Company's Registration Statement on Form S-3 (File No. 333-261452), as amended, which was declared effective by the SEC on December 15, 2021 (the "Registration Statement").

An Amendment No. 12 to the Prospectus Supplement is being filed on October 9, 2024. This Amendment No. 12 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No. 12 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement, the base Prospectus and Amendment No. 1 and Amendment No. 4. This Amendment No.12 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 12 is not complete without, and may not be delivered or utilized except in connection with, the Original Prospectus Supplement, including any amendments or supplements thereto.

Amendment No. 12 - Continuation of Unit Option under the Unit Program

Under our Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"), we are extending the current Unit Option under our Unit Program with this Amendment No. 12, dated October 9, 2024. This Unit Option period began on November 6, 2023 and now terminates on December 31, 2024, instead of October 15, 2024.

Our Unit Program consists of the combination of Common Stock and warrants with basic Unit Program features, conditions and terms outlined in the Original Prospectus Supplement and Amendment No. 1 and Amendment No. 4. Amendment No. 4 provides the unit price and the determination of the number of shares of Common Stock and warrants per unit. The Unit Option consists of Units of our securities where each Unit (priced at $250.00 each) is 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 publicly traded common stock as reported on the OTC Markets on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a per share exercise price of $0.25. The participant's Plan account will be credited with the number of shares of the Company's Common Stock and Warrants that are acquired under the Units purchased. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at a warrant exercise price of $0.25. The warrant shall have the Company notation of "ZNWBA" and will not be registered for trading on the OTC Markets or any other stock market or trading market.

Plan participants, who enroll into the Unit Program with the purchase of at least one Unit and enroll in the separate Automatic Monthly Investments ("AMI") program at a minimum of $50.00 per month, will receive an additional fifty (50) warrants at an exercise price of $0.25 during this Unit Option Program. The fifty (50) additional warrants are for enrolling into the AMI program and shall receive the above warrant with the Company notation of "ZNWBA." Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase at least one (1) Unit during the Unit program.

The ZNWBA warrants will become exercisable on January 31, 2025 and continue to be exercisable through January 31, 2026, unless extended, at a per share exercise price of $0.25.

Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of the Company, before 4 p.m. (EST) on a business day generally will be recorded as purchased on the same business day (the "Purchase Date"). Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of Company, after 4 p.m. (EST) on a business day generally will be recorded as purchased on the next business day for the Purchase Date. Electronic bank payments are treated as received and recorded on the date of receipt of the funds into the Plan Agent's or the Company's bank account. Under the AMI program, all optional cash payments will be invested in our Common Stock on the 20^th day of each calendar month and if such day falls on a holiday or a weekend, then on the next trading day.