Zion Oil & Gas Inc (ZNOG)

[tisdal]

BlissBull, have to admit, I was surprised.

I think it will be interesting to see what that position looks like at the next report. That will be on November 27, right after Thanksgiving.

The new offering commenced Monday, October 16, 2017, and will end on December 6, 2017. I wonder how many investors moved right away or delayed action till later in the month. Of course, this is all speculation but interesting all the same.

It is good news to those of us who are looking for support from the short position as they cover at these levels. The only reason at this point in time to be short Zion is that you have no doubt that they are not going to find oil once they breech the high pressure zone of interest.

With this all said, I still do not think Zion is buying shares back on the open market. I just do not think that they have the capital to do so. All their cash is going to MJ#1. I also do not believe that it is legal for them to buy back shares without first filing the proper paper work with the SEC and announcing it to their investors.

Should a company publicly disclose its share repurchase program?

Yes. In order to avoid potential liability for insider trading in connection with a share repurchase program, a company should publicly disclose the program prior to its commencement. Disclosure should be made after consultation with counsel. At a minimum, disclosure should be made with enough time to allow the market to absorb the announcement and include the following information:

the estimated time period during which the purchases will be made;
the maximum number of shares proposed to be acquired or the maximum amount of funds to be expended;
the objective of the acquisition of shares;
any plan or proposal relating to the disposition of the shares to be purchased; and
an indication of how the purchases will be made.

The disclosure may be made in a Form 10-Q or 10-K, or by means of a press release or Form 8-K, depending upon timing of the approval and commencement of the program. The company also should issue a public announcement disclosing any material modifications to a share repurchase program.

Is a company subject to any reporting requirements in connection with its repurchase program?

Yes. Item 703 of Regulation S-K requires that, for all issuer repurchases of equity securities (whether an open market or private transaction), the company must disclose in its next periodic report the following information, in tabular form, for each month of the preceding fiscal quarter:

the total number of shares purchased;
the average price paid per share;
the number of shares purchased as part of a publicly announced program; and
the maximum number of shares (or approximate dollar value) that may yet be repurchased under the program.

Additionally, for publicly announced programs, the SEC requires disclosure (in footnotes to the table) of the following information:

the date of the announcement
the share or dollar amount approved by the board of directors;
the expiration date (if any) of the program;
each program that has expired during the last fiscal quarter; and
each program that the issuer has determined to terminate prior to expiration or under which the issuer does not intend to make further purchases.
Companies generally also include disclosure in the liquidity and capital resource section of their “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in their annual and quarterly reports.

Harvard Law School - Questions Surrounding Share Repurchases