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

 

July 1, 2020

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))

 

 

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

AXAS

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 July 1, 2020, Abraxas Petroleum Corporation, a Nevada corporation (the “Company”), received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Form 10-Q”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required public financial reports with the Securities and Exchange Commission.

 

The Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules (the “Plan”). The Company expects to submit its Plan to Nasdaq within the 60 calendar day period. If Nasdaq accepts the Company’s Plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-Q (as extended pursuant to the Securities and Exchange Commission’s Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From The Reporting and Proxy Delivery Requirements For Public Companies, Release No. 34-88465 and Rule 12b-25 under the Securities Exchange Act of 1934), or until December 27, 2020, to regain compliance. If Nasdaq does not accept the Company’s Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

 

Despite the disruptions due to the unprecedented conditions surrounding the outbreak and spread of the COVID-19 coronavirus pandemic, the Company’s employees and professional advisors remain dedicated to working diligently to complete all required information to file the Form 10-Q as soon as reasonably possible.

 

 

Item 7.01.  Regulation FD Disclosures.

 

On July 2, 2020, the Company issued a press release regarding the matters described in Item 3.01 above. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits.

 

 

99.1

Press release, dated July 2, 2020, issued by Abraxas Petroleum Corporation

 

 

 
 

 

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/ Steven P. Harris

Steven P. Harris

Vice President, Chief Financial Officer

 

Dated: July 2, 2020

 

 

EXHIBIT INDEX

 

Exhibit Number

Description

  

99.1

Press release, dated July 2, 2020, issued by Abraxas Petroleum Corporation

  

 

 

 

 
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