Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosure under Item 5.02 below is hereby incorporated by reference into this Item 3.01.

On July 2, 2012, Zion Oil & Gas, Inc. (the "Company"), notified the NASDAQ Stock Market ("NASDAQ") that due solely to the Director Resignation (as defined below), the Company was temporarily not in compliance with the continued listing requirements as set forth in NASDAQ Rule 5605(c)(2)(A) regarding the composition of the audit committee because the Company's audit committee (the "Audit Committee") was not comprised of three independent members of the Company's board of directors (the "Board"). In connection with the Director Resignation, on July 3, 2012, the Board appointed Robert Render, an existing independent Board member, to serve on the Audit Committee, thereby curing such non-compliance.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Mr. Marc Singer resigned as a member of the Board of the Company, effective July 1, 2012 (the "Director Resignation"). Mr. Singer was an independent director and a member of the Audit Committees of the Board. Mr. Singer resigned in order to focus his efforts on his primary business. Mr. Singer's resignation was not the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.