Washington, D.C. 20549






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


February 25, 2020


Date of Report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)





(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))



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 ☐


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share


The NASDAQ Stock Market, LLC


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


On August 27, 2019, Abraxas Petroleum Corporation (the “Company”) was notified in writing by NASDAQ Stock Market LLC (”NASDAQ”) that the average closing price of the Company’s common stock, $0.01 par value per share (the “Common Stock”), over a prior 30 consecutive trading day period was below $1.00 per share, which is the minimum average bid price per share required to maintain listing on the NASDAQ under Section 5550(a)(2) of the NASDAQ listing rules. The Company was provided 180 calendar days, or until February 24, 2020, to regain compliance.


On February 25, 2020, the Company was notified that it was eligible for an additional 180 calendar day period, or until August 24, 2020, to regain compliance. If at any time during this additional time period the average closing price of Abraxas common stock is at least $1.00 per share for a minimum of 10 consecutive business days, a written confirmation of compliance will be provided, and the matter will be closed.



Item 7.01 Regulation FD Disclosure



On February 25, 2020, the Company issued a press release with respect to the receipt of the notice of extension of time to regain compliance from NASDAQ.  A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.



The information in this Report (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.



Item 9.01 Financial Statements and Exhibits.


(d)     Exhibits.




Press release, dated February 25, 2020, issued by Abraxas Petroleum Corporation








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.




By: /s/ Steven P. Harris

Steven P. Harris

Vice President, Chief Financial Officer


Dated: February 25, 2020