false 0000867665 0000867665 2020-10-16
2020-10-16
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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
October 16, 2020
Date of Report (Date of earliest event reported)
ABRAXAS PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
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1-16071
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74-2584033
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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AXAS
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The NASDAQ Stock Market, LLC
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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 3.03
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MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
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The Board of Directors (the “Board”) of Abraxas Petroleum
Corporation, a Nevada corporation (the “Company”), has approved a
reverse stock split of the Company’s authorized, issued and
outstanding shares of common stock, par value $0.01 per share (the
“Common Stock”),
at a ratio of 1-for-20 (the “Reverse Stock Split”). The
Reverse Split will be effective as of 12:01 a.m. on October 19,
2020 (the “Effective
Date”).
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split in an effort to
regain compliance with the NASDAQ Stock Market LLC listing rules
that require that the minimum average bid price of the Company’s
Common Stock be at least $1.00 per share.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock
Split becomes effective and the Common Stock will begin trading on
a split-adjusted basis at the open of business on the Effective
Date. In connection with the Reverse Stock Split, the CUSIP number
for the Common Stock will change to 003830304. The trading symbol
for the Company, AXAS, remains unchanged.
Split Adjustment; Treatment of Fractional Shares. On the
Effective Date, the total number of shares of Common Stock held by
each stockholder of the Company will be converted automatically
into the number of shares of Common Stock equal to the number of
issued and outstanding shares of Common Stock held by each such
stockholder immediately prior to the Reverse Stock Split divided by
20. The Company will issue one whole share of the post-Reverse
Stock Split Common Stock to any stockholder who otherwise would
have received a fractional share as a result of the Reverse Stock
Split, determined at the beneficial owner level by share
certificate. As a result, no fractional shares will be issued in
connection with the Reverse Stock Split and no cash or other
consideration will be paid in connection with any fractional shares
that would otherwise have resulted from the Reverse Stock Split.
The Company intends to treat stockholders holding shares of Common
Stock in “street name” (that is, held through a bank, broker or
other nominee) in the same manner as stockholders of record whose
shares of Common Stock are registered in their names. Banks,
brokers or other nominees will be instructed to effect the Reverse
Stock Split for their beneficial holders holding shares of our
Common Stock in “street name;” however, these banks, brokers or
other nominees may apply their own specific procedures for
processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other
convertible securities of the Company outstanding immediately prior
to the Reverse Stock Split will be adjusted by dividing the number
of shares of Common Stock into which the options, warrants and
other convertible securities are exercisable or convertible by 4,
and multiplying the exercise or conversion price thereof by 4, all
in accordance with the terms of the plans, agreements or
arrangements governing such options, warrants and other convertible
securities and subject to rounding to the nearest whole
share.
Certificated and Non-Certificated Shares. Stockholders who
are holding their shares in electronic form at brokerage firms do
not need to take any action, as the effect of the Reverse Stock
Split will automatically be reflected in their brokerage
accounts.
Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent and
registrar, Securities Transfer Corporation (“Securities Transfer”) at the
address set forth below. Securities Transfer will issue a new stock
certificate reflecting the Reverse Stock Split to each requesting
stockholder. Securities Transfer can be contacted at (877) 248-6417
or (718) 921-8317.
AST Financial
6201 15th Avenue
Brooklyn, NY 11219
www.astfinancial.com
Email: info@astfinancial.com
Nevada State Filing. The Company effected the Reverse Stock
Split pursuant to the Company’s filing of a Certificate of Change
(the “Certificate”) with the
Secretary of State of the State of Nevada on September 29, 2020, in
accordance with Nevada Revised Statutes (“NRS”) Section 78.209. Under
Nevada law, no amendment to the Company’s Articles of Incorporation
was required in connection with the Reverse Stock Split. A copy of
the Certificate is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
No Stockholder Approval Required. Under Nevada law, because
the Reverse Stock Split was approved by the Company’s Board in
accordance with NRS Section 78.207, no stockholder approval is
required. Pursuant to NRS Section 78.207, the Company may effect
the Reverse Stock Split without stockholder approval if (i) both
the number of authorized shares of the Common Stock and the number
of issued and outstanding shares of the Common Stock are
proportionally reduced as a result of the Reverse Stock Split; (ii)
the Reverse Stock Split does not adversely affect any other class
of stock of the Company; and, (iii) the Company does not pay money
or issue scrip to stockholders who would otherwise be entitled to
receive a fractional share as a result of the Reverse Stock Split.
As described herein, the Reverse Stock Split complies with such
requirements.
Capitalization. The Company was authorized to issue
400,000,000 shares of Common Stock. As a result of the Reverse
Stock Split, the Company will be authorized to issue 20,000,000
shares of Common Stock. As of October 15, 2020, there were
168,069,305 shares of Common Stock outstanding. As a result of the
Reverse Stock Split, there will be approximately 8,453,466 shares
of Common Stock outstanding (subject to adjustment due to the
effect of rounding fractional shares into whole shares). The
Reverse Stock Split will not have any effect on the stated par
value of the Common Stock.
The Reverse Stock Split does not affect the Company’s authorized
preferred stock. There are no outstanding shares of the Company’s
preferred stock. After the Reverse Stock Split, the Company’s
authorized preferred Stock of 1,000,000 shares will remain
unchanged.
Immediately after the Reverse Stock Split, each stockholder’s
percentage ownership interest in the Company and proportional
voting power will remain virtually unchanged except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares. The rights and privileges of the holders
of shares of Common Stock will be substantially unaffected by the
Reverse Stock Split.
ITEM 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
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The information set forth in Item 3.03 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 5.03. A
copy of the Certificate is filed as Exhibit 3.1 to this Current
Report on Form 8-K.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
The following exhibits are furnished with this report:
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Exhibit No.
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Exhibit Description
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104 |
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Cover Page Interactive
Data File |
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.
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ABRAXAS PETROLEUM CORPORATION
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Date: October 16, 2020
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BY:
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/s/ Robert L. G. Watson
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Robert L. G. Watson,
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Chief Executive Officer
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Abraxas Petroleum (NASDAQ:AXAS)
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