Conversion price will be 130% of 30-day closing average share price
By Angela McDaniels
Tacoma, Wash., May 31 – Zion Oil & Gas Inc. is offering to sell up to $12 million of 12% convertible senior bonds due 2028 to the public in a best-efforts offering, according to a 424B5 filing with the Securities and Exchange Commission.
The offering is subject to the sale of at least $2.5 million of convertibles.
The company said it has entered into an exclusive placement agreement with Network 1 Financial Securities, Inc. under which Network 1 may invite other broker-dealers to participate in the distribution of the convertibles.
The closing of the offering may take place on a rolling basis. The offering period will end at 10 a.m. ET on Aug. 1. Assuming this deadline is not extended, the settlement date will be Sept. 1.
The conversion price will be 130% of the average of the previous 30-day closing prices of the company’s common stock on the date of issuance.
The convertibles will be callable after three years. The company will be required to offer to buy back the convertibles at par upon a change of control.
Zion Oil & Gas is an oil and gas exploration company based in Dallas.
| Issuer: | Zion Oil & Gas Inc.
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| Issue: | Convertible senior bonds
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| Amount: | Up to $12 million
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| Maturity: | Sept. 1, 2028
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| Coupon: | 12%
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| Price: | Par
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| Yield: | 12%
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| Conversion premium: | 30%
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| Call option: | After three years
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| Put: | Upon change of control
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| Warrants: | No
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| Agent: | Network 1 Financial Securities, Inc.
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| Pricing date: | May 31
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| Settlement date: Sept. 1
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| Stock symbol: | Nasdaq: ZN
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| Stock price: | $1.55 at close May 31
|
| Market capitalization: | $60.68 million
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