ITEM 1.01. Entry into a Material Definitive Agreement

On June 6, 2012, Zion Oil & Gas, Inc. (the "Company") implemented a temporary reduction in the exercise price of all of its publicly traded warrants trading on the NASDAQ Global Market under the symbols ZNWAL, ZNWAW and ZNWAZ. Under the temporary exercise price reduction program, these warrants can be exercised, through August 15, 2012, at the reduced warrant exercise price of $1.75. Each warrant so exercised produces one share of the Company's common stock, trading on the NASDAQ Global Market under the symbol ZN.

The ZNWAL warrants are scheduled to expire on August 15, 2012. Following the end of the reduced exercise price period, the original warrant exercise price of $4 and $7 for each of the ZNWAZ Warrants and the ZNWAW Warrants, respectively, will be reinstituted through December 31, 2012, the scheduled expiration date of these warrants.

Except for the temporary reduction in the warrant exercise prices as herein provided, all of the terms and conditions contained in the applicable Warrant instruments will continue in full force and effect.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.