UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 1327, 2022

Date of Report (Date of earliest event reported)

ABRAXAS PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-16071	74-2584033
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

18803 Meisner Drive

San Antonio, Texas 78258

(210) 490-4788

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	AXAS	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.01 ~~Changes~~ inEntry ~~Control~~into ofa ~~Registrant~~Material Definitive Agreement.

AsOn ~~previously~~September ~~disclosed~~16, in2022, Abraxas Petroleum Corporation (the “Company”) filed a Current Report on Form 8‑K ~~filed~~to bydisclose ~~Abraxas~~that ~~Petroleum~~a ~~Corporation~~private sale of the Company’s Series A Preferred Stock, par value $0.01 per share (the “~~Company~~Preferred Stock”), ~~with~~occurred ~~the~~on ~~Securities~~September 14, ~~and~~2022 ~~Exchange~~in ~~Commission~~which onBiglari ~~January~~Holdings 3,Inc. ~~2022~~(“Holdings”), an Indiana corporation with shares registered for trading on the ~~Company~~New ~~and~~York Stock Exchange, (i) purchased from AG Energy Funding, LLC (“AGEF”) ~~entered~~the ~~into~~685,505 shares of Preferred Stock (the “Preferred Shares”) that the Company issued to AGEF pursuant to an ~~Exchange~~exchange ~~Agreement~~agreement between AGEF and the Company dated January 3, 2022 (the “~~Exchange~~Prior Agreement”), ~~pursuant~~and to(ii) ~~which~~assumed ~~the~~all ~~Company~~of ~~issued~~AGEF’s ~~685~~rights,~~505~~ ~~shares~~titles, ofand ~~its~~interests ~~Series~~in, Aand ~~Preferred~~obligations ~~Stock~~and (duties under, the ~~“Preferred~~Prior ~~Shares”)~~Agreement. toOwning ~~AGEF,~~the ~~which~~Preferred ~~entitled~~Shares ~~AGEF~~entitles Holdings to vote approximately 8582.5% of the total voting power of the Company’s outstanding capital stock. Subsequent to the private sale, Holdings proposed an exchange of the Preferred Shares for the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to which the Company would issue Holdings 90,631,287 shares of Common Stock (the “Stock Consideration”) in exchange for the Preferred Shares (such transaction, the “Exchange”).

OnTo ~~September~~issue ~~13,~~the ~~2022,~~Stock ~~AGEF~~Consideration ~~and~~to ~~Biglari~~ Holdings ~~Inc.,~~as ancontemplated ~~Indiana~~by ~~corporation~~the ~~(“Biglari”)~~Exchange, ~~entered~~an ~~into~~amendment ato ~~Preferred Stock Purchase Agreement (~~the ~~“Purchase~~Company’s ~~Agreement”)~~Articles ~~and~~of ~~an Assignment and Assumption Agreement (the “Assignment Agreement”)~~Incorporation, ~~pursuant~~as ~~to which AGEF agreed to sell and assign to Biglari~~amended, ~~and~~is ~~Biglari~~needed ~~agreed~~ to ~~purchase,~~increase ~~acquire,~~the ~~and~~number ~~assume~~of ~~from~~shares ~~AGEF, all~~ of ~~AGEF’s~~Common ~~Preferred~~Stock ~~Shares~~authorized ~~and~~for ~~all~~the ~~of AGEF~~Company’s ~~rights,~~issuance ~~title,~~from ~~and interests in~~20,000,000 ~~and~~shares ~~duties~~to ~~and obligations under~~150,000,000 ~~the~~shares. ~~Exchange~~The ~~Agreement~~proposed ~~(such~~amendment ~~transactions between AGEF and Biglari,~~ (the “~~Sale and Assignment~~Amendment”). ~~Following~~is ~~Biglari’s~~discussed ~~acquisition~~in ofgreater ~~the~~detail ~~Preferred Shares, a change~~ in ~~control of~~ the ~~Company~~preliminary ~~occurred.~~proxy ~~Biglari’s~~statement ~~ownership~~on ofForm ~~the~~PRE ~~Preferred~~14A ~~Shares~~that ~~results~~the inCompany ~~its~~filed ~~beneficial~~on ~~ownership~~September 26, ~~both directly and indirectly~~2022, ofin ~~the~~which ~~approximately 85% of~~ the ~~Company’s~~Board ~~voting~~is ~~securities~~soliciting ~~that~~proxies ~~AGEF~~to ~~owned~~vote ~~prior~~shares toof ~~effecting~~Preferred ~~the~~Stock ~~Sale~~ and ~~Assignment.~~Common InStock ~~exchange~~at ~~for~~a ~~the~~Special ~~Preferred~~Meeting ~~Shares,~~of ~~Biglari~~Stockholders ~~paid~~(the ~~consideration~~“Special toMeeting”) ~~AGEF~~for inthe anpurpose ~~amount~~ of ~~$80,000,000.~~approving ~~Biglari used working capital~~ and ~~cash~~adopting ~~on hand to fund~~ the ~~purchase of the Preferred Shares~~Amendment.

On September 23, 2022, the Company’s board of directors (the “Board”) approved the Company’s entry into an exchange agreement with Holdings that defines the terms of the Exchange (the “Exchange Agreement”). The ~~information~~Company ~~set~~and ~~forth~~Holdings inentered ~~Item~~into 5the Exchange Agreement on September 27, 2022.02 Subject to the approval of ~~this~~the ~~Current~~Company’s ~~Report~~stockholders onto ~~Form~~the 8Amendment and the acceptance of the Amendment by the Nevada Secretary of State, the Exchange Agreement requires the Company to cause the shares of Stock Consideration to be registered in Holdings’ name with the Company’s transfer agent in book-Kentry isform, ~~incorporated~~and for Holdings to assign and transfer all of the Preferred Shares to the Company by ~~reference~~delivering ~~herein~~a Stock Power and Assignment. The closing of the Exchange will occur as soon as reasonably practicable after the conclusion of the Special Meeting or at some other time as the Company and Holdings agree. Upon consummation of the Exchange, the Company will cancel the Preferred Shares and the Preferred Stock Certificate of Designation setting forth the terms of the Series A Preferred Stock so that only Common Stock will remain outstanding. Holdings’ ownership of the Stock Consideration will represent the right to vote 90% of the total voting power of the Company’s outstanding Common Stock.

~~Item~~The ~~5.02 Departure~~foregoing description of ~~Directors~~the orExchange ~~Certain~~Agreement ~~Officers;~~is ~~Election~~a ofsummary ~~Directors;~~only, ~~Appointment~~does ofnot ~~Certain~~purport ~~Officers;~~to ~~Compensatory~~be ~~Arrangements~~complete, and is qualified in its entirety by reference to the complete text of ~~Certain~~the ~~Officers~~Exchange Agreement, which is filed herewith as Exhibit10.1.

In connection with the transactions contemplated by the Purchase Agreement, Messrs. Todd Dittmann, David Roberts, Damon Putman, and Daniel Baddeloo tendered letters of resignation to the board of directors of the Company (the “Board”) in which they resigned from their positions on the Board. In accordance with the terms of the Purchase Agreement, the resignations became effective immediately prior to 10:00 a.m., New York City time, on September 13, 2022 (the “Closing”). At the time of their resignations, Mr. Dittmann served as a Class I member of the Board, Mr. Roberts served as a Class II member of the Board, and Messrs. Putman and Baddeloo served as Class III members of the Board. Messrs. Putman and Baddeloo also held positions on the Company’s Audit and Compensation Committees, with Mr. Baddeloo being the Chairman of the Audit Committee and Mr. Putman being the Chairman of the Compensation Committee. Messrs. Dittmann, Roberts, Putman, and Baddeloo resigned from the Board given the change in control of the Company described in Item 5.01 of this Current Report on Form 8-K and in accordance with the conditions of Closing set forth in the Purchase Agreement. Mr. Robert L.G. Watson will continue to serve as a Class II member of the Board until the expiration of his term when he stands for re-election in 2023. Mr. Brian L. Melton will continue to serve as a Class III member of the Board until the expiration of his term when he stands for re-election in 2025.

In accordance with the terms of the Purchase Agreement, on September 13, 2022, the Board voted to appoint Messrs. Sardar Biglari, Philip Cooley, and Bruce Lewis as members of the Board to fill vacancies created by the resignations of Messrs. Dittmann, Putman, and Baddeloo. Mr. Biglari will fill the vacancy created by the resignation of Mr. Dittmann and will serve as a Class I director. Messrs. Cooley and Lewis will fill the vacancies created by the resignations of Messrs. Baddeloo and Putman and will serve as Class III directors. The new directors will serve in their respective roles until the next annual meeting of the stockholders of the Company at which such person’s class of directors stands for election, or until their earlier resignation or removal. The Class II director vacancy created by the resignation of Mr. Roberts will remain vacant until further action with respect thereto by the Board or the Company’s stockholders. The Board intends to determine on which committees the three new directors will serve at its first board meeting following the transactions. There are no related-party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K of the Securities Act with respect to Messrs. Biglari, Cooley, or Lewis.

All three newly appointed members of the Board are affiliated with officers and directors of Biglari Holdings Inc. Upon the effectiveness of their appointment to the Company’s Board, Messrs. Biglari, Cooley, and Lewis will become subject to Section 16 of the Securities Exchange Act of 1934.

In connection with the change in control of the Company described in Item 5.01 of this Current Report on Form 8-K, Mr. Steven P. Harris was informed on September 15, 2022 that his services as the Vice President – Chief Financial Officer of the Company would no longer be required, effective as of September 30, 2022. In consideration for Mr. Harris’s services, the Company will pay Mr. Harris a severance payment equal to one month of Mr. Harris’s salary compensation for each year of his service to the Company. Mr. Harris has served as the Company’s Vice President – Chief Financial Officer since November 2018.

--12-31

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 13, 2022, the Board adopted an amendment to the Company’s Bylaws, which became effective as of the Closing of the Purchase Agreement, as described in Items 5.01 and 5.02 of this Current Report on Form 8-K. Specifically, Article X was amended to establish the inapplicability of the “Controlling Interest Statues” set forth in the Nevada Revised Statutes Sections 78.378 through 78.3793 to both the Exchange Agreement between the Company and AGEF and to the Purchase Agreement between AGEF and Biglari, or any of the transactions contemplated by such agreements. The foregoing description of the amendment to the Company’s Bylaws is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the amendment, which is filed herewith as Exhibit 3.1, and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

310.1 ~~Amendment~~Exchange toAgreement ~~Bylaws~~between ofthe ~~Abraxas~~Company ~~Petroleum~~and ~~Corporation,~~Holdings ~~effective~~dated September 13 27, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABRAXAS PETROLEUM CORPORATION

By: /s/ Robert L.G. Watson

Robert L.G. Watson

Chairman of the Board, President, and Chief Executive Officer

Dated: ~~September~~October 163, 2022

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