锡安石油和天然气 2026年季度报告

FORM 10-Q ☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________ Commission File Number: 001-33228 ZION OIL & GAS, INC.(Exact name of registrant as specified in its charter) (214) 221-4610(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 5, 2026, Zion Oil & Gas, Inc. had outstanding 1,183,777,512 sharesof common stock, par value $0.01 per share. INDEX PAGE PART I—FINANCIAL INFORMATION Item 1 –Financial Statements –UnauditedConsolidated Condensed Balance Sheets –March 31, 2026 and December 31, 20251Consolidated Condensed Statements of Operations for the three months ended March 31, 2026and 20252Consolidated Condensed Statement of Changes in Stockholders’Equity for thethree months ended March 31,2026and 20253Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2026and 20255Notes to Consolidated Condensed Financial Statements7Item 2 –Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3 –Quantitative and Qualitative Disclosures About Market Risk38Item 4 –Controls and Procedures38PART II—OTHER INFORMATIONItem 1 –Legal Proceedings39Item 1A –Risk Factors39Item 2 –Unregistered Sales of Equity Securities and Use of Proceeds39Item 3 –Defaults upon Senior Securities39Item 4 –Mine Safety Disclosures39Item 5 –Other Information39Item 6 –Exhibits40Exhibit Index40SIGNATURES41i Zion Oil & Gas, Inc. Zion Oil & Gas, Inc. Consolidated Condensed Statements of Operations (Unaudited) Zion Oil & Gas, Inc. For thethree months ended March 31, 2026 Zion Oil & Gas, Inc. Consolidated Condensed Statement of Changes in Stockholders’Equity (Unaudited) For the three months ended March 31, 2025 *Less than one thousandThe accompanying notes are an integral part of the unaudited interim consolidated condensed financial statements. Zion Oil & Gas, Inc. Table of Contents Cash, cash equivalentsand restricted cash, are comprised as follows: Zion Oil & Gas, Inc. Consolidated Condensed Notes to Financial Statements (Unaudited) Note 1 - Nature of Operations, Basis of Presentation and Going Concern A. Nature of Operations Zion Oil & Gas, Inc., a Texas corporation (“we,” “our,” “Zion” or the “Company”), is an oil and gas exploration company with ahistory of 25 years of oil & gas exploration in Israel. The shareholders of Zion Oil & Gas, Inc. approved the re-domestication of itsincorporation to Texas on June 4, 2025. As ofMarch 31, 2026, the Company has no revenues from its oil and gas operations. Zion maintains its corporate headquarters in Dallas, Texas. The Company also has branch offices in Caesarea, Israel and Geneva,Switzerland. The purpose of the Israel branch is to support the Company’s operations in Israel, and the purpose of the Switzerlandbranch is to operate a foreign treasury center for the Company. On January 24, 2020, Zion incorporated a wholly owned subsidiary, Zion Drilling, Inc., a Delaware corporation, for the purpose ofowning a drilling rig, related equipment and spare parts, and on January 31, 2020, Zion incorporated another wholly ownedsubsidiary, Zion Drilling Services, Inc., a Delaware corporation, to act as the contractor providing such drilli