AXAS Abraxas Petroleum Corporation

EXPLANATORY NOTE

Abraxas Petroleum Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the Abraxas Petroleum Corporation Amended and Restated 2005 Employee Long-Term Equity Incentive Plan, as amended (the “Employee Plan”), and the Abraxas Petroleum Corporation Amended and Restated 2005 Non-Employee Directors Long-Term Equity Incentive Plan, as amended (the “Directors Plan,” together with the Employee Plan, the “Incentive Plans”). The purpose of this Registration Statement is to register an additional 1,053,639 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”) to be issuable under the Employee Plan and an additional 55,968 shares of Common Stock to be issuable under the Directors Plan, resulting in the registration of an additional 1,109,607 shares of Common Stock to be issuable under the Incentive Plans. The additional shares of Common Stock being registered by this Registration Statement were authorized for issuance under the Incentive Plans pursuant to the Incentive Plan Amendments (as defined below), approved by the stockholders of the Registrant on July 13, 2021.

Pursuant to General Instruction E of Form S-8, 1,109,607 shares of the Registrant’s Common Stock are hereby registered for issuance, as authorized by the Incentive Plans.

With respect to the Employee Plan, the Registrant previously registered shares of Common Stock issuable under the Employee Plan by filing with the SEC the following Registration Statements on Form S-8 on the dates, with the filing numbers, and for the purpose of registering the number of shares of Common Stock issuable under the Employee Plan set forth below:

With respect to the Directors Plan, the Registrant previously registered shares of Common Stock issuable under the Directors Plan by filing with the SEC the following Registration Statements on Form S-8 on the dates, with the filing numbers, and for the purpose of registering the number of shares of Common Stock issuable under the Directors Plan set forth below:

The contents of each of the Registration Statements on Form S-8 set forth above that were filed by the Registrant with respect to the Incentive Plans are incorporated herein by reference and made a part hereof.

On October 19, 2020, the Registrant’s Board of Directors effected a reverse stock split of the authorized, issued, and outstanding shares of the Common Stock at a ratio of 1‑for‑20, such that as of December 31, 2020, a total of 630,000 shares of the Common Stock were reserved under the Employee Plan and 145,000 shares of the Common Stock were reserved under the Directors Plan.

On April 14, 2021, the Board approved amendments to the Incentive Plans (the “Incentive Plan Amendments”) to, among other actions, increase the number of shares of Common Stock reserved for issuance under the Employee Plan to 1,683,639 and under the Directors Plan to 200,698. The Incentive Plan Amendments were approved by the Registrant’s stockholders at the Annual Meeting of Stockholders held on July 13, 2021.

The purpose of this Registration Statement is to register an additional 1,053,639 shares of Common Stock issuable under the Employee Plan and an additional 55,968 shares of Common Stock issuable under the Directors Plan for a combined additional 1,109,607 shares of Common Stock issuable under the Incentive Plans, as approved by the Incentive Plan Amendments.