ZION OIL & GAS INC
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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FY2025 · Filed Mar 19, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) (1) Consolidated Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets at December 31, 2025 and 2024 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
| Number | Description |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zion Oil & Gas, Inc. (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2011, filed with the SEC on August 9, 2011, Exhibit 3.1, and to the Company’s Form 8-K, filed with the SEC on June 11, 2015, Exhibit 3(i).1.) |
| 3.2 | Amended and Restated Bylaws of Zion Oil & Gas, Inc. (incorporated by reference to the Company’s Form 8-K filed with the SEC on February 16, 2022) |
| 4.1 | Registration Statement on Form S-3 (File No. 333-283500) as amended, (incorporated by reference as filed with the SEC on November 27, 2024) |
| 4.2 | Prospectus Supplement dated December 15, 2021, (incorporated by reference as filed with the SEC on December 16, 2021) |
| 4.3 | Original Indenture (incorporated by reference to the Company’s Form S-3 filed with the SEC on December 1, 2021 and amended on December 15, 2021 to the Registrant’s Prospectus, Registration No. 333-261452, Exhibit 4.2 filed with the SEC on December 1, 2021) |
| 4.4 | Description of Registered Securities (incorporated by reference to the Company’s Form 10-K filed with the SEC on March 17, 2022) |
| 10.1 | Executive Employment and Retention Agreements (Management Agreements) |
| (i) Employment Agreement dated November 13, 2013 and made effective January 1, 2014 between Zion Oil & Gas, Inc. and John Brown (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K as filed with the SEC on March 14, 2017) | |
| (ii) Employment Agreement dated as of August 15, 2016 between Zion Oil & Gas, Inc. and Michael Croswell Jr (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K as filed with the SEC on September 16, 2016) | |
| (iii) Employment Agreement dated as of May 1, 2019 and made effective May 1, 2019 between Zion Oil & Gas, Inc. and Robert Dunn (incorporated by reference to Exhibit 10.4 (i) to the Company’s Form 10-Q filed on August 10, 2020) | |
| (iv) First Amendment to Employment Agreement dated June 11, 2020 and made effective June 11, 2020 between Zion Oil & Gas, Inc. and Robert Dunn (incorporated by reference to Exhibit 10.4 (ii) to the Company’s Form 10-Q filed on August 10, 2020) | |
| (v) Employment Agreement dated July 1, 2019 and made effective July 1, 2019 between Zion Oil & Gas, Inc. and William H. Avery (incorporated by reference to Exhibit 10.1) to the Company’s Form 8-K filed on July 1, 2019) | |
| 10.2 | New Megiddo Valleys License 434 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 7, 2023) |
| Number | Description |
| 10.3 | Office Lease Agreement between Zion Oil & Gas, Inc., as tenant, and Four Forest, LP, as landlord, lease commencement date January 1, 2026 and lease expiration date May 31, 2029 |
| 10.4 | New Megiddo License 428, dated December 3, 2020 (incorporated by reference to the Company’s Form 10-K filed with the SEC on March 17, 2022) |
| 10.5 | Extension of New Megiddo License 428 to February 1, 2023 (incorporated by reference to our Form 10-Q filed with the SEC on August 10, 2022) |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 10, 2007) |
| 20.1 | Insider Trading Policy (incorporated by reference to Exhibit 20.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 27, 2025) |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Chief Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | Inline XBRL Instance Document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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