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

~~November~~December 156, 2022

Date of Report (Date of earliest event reported)

ABRAXAS PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1001-16071	74-2584033
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~I.R.S.~~IRS 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)

☐	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))

☐ 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.~~02(d) Departure~~01. Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~November~~December 157, 2022, ~~the Board of Directors (the “Board”) of~~ Abraxas Petroleum Corporation (the “Company”) ~~appointed~~agreed ~~Mr. Kenneth~~to Rinvest $19.5 ~~Cooper~~million toin ~~the~~The ~~Board~~Lion asFund aII, ~~Class~~L.P., ~~III~~an ~~director.~~investment ~~Mr.~~fund ~~Cooper~~affiliated ~~was~~with ~~elected~~Biglari toHoldings ~~the~~Inc. ~~Board~~and toSardar ~~fill~~Biglari, ~~the~~a ~~vacancy~~director ~~created~~of bythe MrCompany. ~~Brian~~ L.In ~~Melton’s~~connection ~~resignation~~with ~~from~~this ~~the Board~~investment, ~~which~~the weCompany ~~reported~~became on a ~~Current~~party ~~Report~~to ~~on Form 8-K filed with~~ the ~~Securities~~Amended and ~~Exchange~~Restated ~~Commission~~Partnership ~~(the~~Agreement ~~“SEC”)~~of ~~on November 15, 2022.~~ The ~~Board~~Lion ~~will~~Fund ~~determine which committees~~II, ~~if any~~L.P., ~~Mr.~~as ~~Cooper~~amended ~~will~~on beJune ~~appointed~~3, to2015 at (the ~~first~~“Partnership ~~Board meeting following his election~~Agreement”).

~~Mr.~~The ~~Cooper~~foregoing description is ~~also~~qualified ~~an independent director of Biglari Holdings Inc. (“Holdings”). As previously discussed~~ in ~~our~~its ~~Current~~entirety ~~Report on Form 8-K filed with the SEC on October 27, 2022, the Company and Holdings consummated the transactions contemplated~~ by anreference ~~Exchange Agreement, dated September 27, 2022, pursuant~~ to ~~which~~ the ~~Company~~Partnership ~~issued shares of its common stock to Holdings in exchange for Holdings’ shares of the Company’s Series A Preferred Stock (such transaction~~Agreement, ~~the~~attached ~~“Exchange”),~~as ~~which~~Exhibit ~~entitled Holdings to vote approximately 90% of the total voting power of the Company’s outstanding capital stock~~10.1 ~~Mr.~~hereto ~~Cooper~~and isincorporated ~~not~~herein ~~deemed to have had an indirect material interest in the Exchange within the meaning of Item 404(a) of Regulation S‑K~~ by ~~nature of being an independent director of Holdings, and there are no other transactions between Mr~~reference. ~~Cooper and the Company that would require disclosure under Item 404(a) of Regulation S‑K.~~

AsItem ~~a non-employee director of our Board, Mr~~5. ~~Cooper will be compensated for his Board membership in the same manner as the Company’s other non-employee directors~~03. Amendments ~~The~~to ~~Company~~Articles ~~previously disclosed the terms~~ of ~~non-employee~~Incorporation ~~director~~or ~~compensation~~Bylaws; Change in ~~its~~Fiscal ~~proxy statement on Schedule 14A, filed with the SEC on March 31, 2022~~Year.

~~There~~On ~~are~~December no6, ~~arrangements~~2022, orthe ~~understandings~~Board ~~between~~approved ~~Mr.~~and ~~Cooper~~adopted the Amended and ~~any~~Restated ~~other~~Bylaws ~~person~~(the ~~pursuant~~“Bylaws”) toof ~~which~~the MrCompany, effective immediately. ~~Cooper~~ ~~was~~The ~~elected~~Bylaws include amendments to ~~serve~~Article asI ato ~~member~~allow meetings of stockholders to be held solely by means of electronic communication and stockholders to participate by remote communication. The Bylaws also expand Article II, Section 6 to provide additional detail regarding how the Board. Mrshall fix the record dates for different types of corporate actions and remove a prior requirement in Article II that a list of stockholders entitled to vote be available for examination before and during each meeting of stockholders. ~~Cooper~~Article ~~does~~II, ~~not~~Section ~~have~~13 ~~any~~of ~~family~~the ~~relationships~~Bylaws ~~with~~is ~~any~~updated to clarify the ability of stockholders to act by written consent without a meeting, and Article III, Section 1 has been revised to allow directors to be removed by stockholders with or without cause. The Bylaws also contain revisions to Article VI regarding the Company’s indemnification of directors, officers, employees and agents. The Bylaws also include additional technical, conforming, modernizing or ~~executive~~clarifying ~~officers~~changes.

~~SIGNATURE~~The foregoing description is qualified in its entirety by reference to the Bylaws, attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

3.1		Amended and Restated Bylaws of Abraxas Petroleum Corporation

10.1		Amended and Restated Partnership Agreement of The Lion Fund II, L.P., as amended on June 3, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 4, 2015 by Biglari Holdings Inc.)

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

SIGNATURES

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

Dated: December 12, 2022		ABRAXAS PETROLEUM CORPORATION

		By: /s/ Robert L. G. Watson
		Name: Robert L. G. Watson
		Title: President and Chief Executive Officer

By: /s/ Robert L.G. Watson

Robert L.G. Watson

President and Chief Executive Officer

Dated: November 17, 2022

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