UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~October~~November 2415, 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)	(~~IRS~~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 (17CFR 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))

	☐	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 313(a) of the Exchange Act. ☐

Item 15.~~01 Entry~~02 Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~November 2715, 2022, ~~Abraxas~~Mr. ~~Petroleum~~Brian ~~Corporation~~L. Melton tendered a letter of resignation to the board of directors (the “~~Company~~Board”) ~~and~~of ~~Biglari~~Abraxas ~~Holdings~~Petroleum ~~Inc.~~Corporation (the “~~Holdings~~Company”), ~~entered~~in ~~into~~which ~~that~~he ~~certain~~resigned ~~Exchange~~from ~~Agreement,~~his asposition ~~disclosed~~ on the ~~Current~~Board. ~~Report~~In onaccordance ~~Form~~with ~~8-K~~Mr. ~~filed~~Melton’s byletter ~~the~~of ~~Company~~resignation ~~with~~to the ~~Securities~~Board, ~~and~~the ~~Exchange~~resignation ~~Commission~~became effective as of 5:00 p.m. Central Time, on ~~October~~November 315, 2022,. ~~which~~At ~~was~~the ~~subject~~time toof ~~the~~his ~~approval~~resignation, byMr. ~~the~~Melton ~~Stockholders~~served ofas ~~the~~a ~~Company~~Class III member of the ~~amendment~~Board. toMr. ~~the~~Melton ~~Articles~~also ofheld ~~Incorporation~~positions ofon the Company,’s asAudit ~~amended~~and ~~(the~~Compensation ~~“Increased~~Committees. ~~Share~~The ~~Amendment”)~~Class III director, Audit Committee and Compensation Committee vacancies created by the ~~acceptance~~resignation of ~~the~~Mr. ~~Increased~~Melton ~~Share~~will ~~Amendment~~remain vacant until further action with respect thereto by the ~~Nevada~~Board ~~Secretary~~or ofthe ~~State~~Company’s stockholders.

InOn ~~light~~November of15, ~~approval~~2022, byMessrs. ~~the~~G. ~~Stockholders~~William ~~of the Increased Share Amendment~~Krog, asJr. ~~more~~and ~~fully~~Kenneth ~~described~~W. inJohnson ~~the~~were ~~Item~~informed ~~5.07~~that ~~disclosure~~their ~~below,~~services ~~the~~as ~~Company caused~~ the ~~Increased~~Vice ~~Share~~President ~~Amendment~~– toChief beAccounting ~~filed,~~Officer ~~via~~and ~~the~~Vice ~~filing~~President of– aOperations, ~~Certificate~~respectively, of ~~Amendment, with~~ the ~~Nevada~~Company ~~Secretary~~would ofno ~~State~~longer onbe ~~October 24~~required, ~~2022,~~effective ~~and~~as ~~the Nevada Secretary~~ of ~~State~~5:00 ~~accepted~~p.m. ~~the~~Central ~~Increased~~Time, ~~Share Amendment~~ on ~~October~~November 2515, 2022.

Based upon the foregoing, on October 26, 2022, the Exchange Agreement was consummated by the following transactions: (i) the Company caused 90,631,287 shares of Common Stock to be registered in the name of Holdings with the Company’s transfer agent in book-entry form and (ii) Holdings assigned and transferred 685,505 shares of Series A Preferred Stock (the “Preferred Shares”) to the Company, constituting all of the Series A Preferred Stock of the Company then outstanding, by delivering a Stock Power and Assignment to the Company. The Company cancelled the Preferred Shares and the Preferred Stock Certificate of Designation, such that only Common Stock of the Company remains outstanding.SIGNATURE

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 24, 2022, the Company held a Special Meeting of the Stockholders (the “Special Meeting”), at which the Company submitted the following proposal to its Stockholders for a vote:

1. To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of Common Stock from 20,000,000 shares to 150,000,000 shares.

The following table lists the final voting results for Proposal 1 at the Special Meeting:

Number of Shares
For	Against		Withheld
48,660,369		661,995		1,066,858

Based upon the foregoing, the amendment to the Company’s Articles of Incorporation, as amended, was approved by the Stockholders.

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/ G. William Krog G. William Krog Vice President, Chief Accounting Officer~~

~~Dated~~By: /s/ ~~October~~Robert ~~27,~~L.G. ~~2022~~Watson

3Robert L. G. Watson

President, and Chief Executive Officer

Dated: November 15, 2022

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