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

 

February 25, 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 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.

 

 

99.1

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.

 

ABRAXAS PETROLEUM CORPORATION

 

By: /s/ Steven P. Harris

Steven P. Harris

Vice President, Chief Financial Officer

 

Dated: February 25, 2020

ex_174162.htm

Exhibit 99.1

 

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

 

Abraxas Petroleum Receives Updated NASDAQ Notice Regarding Non-Compliance with Continued Listing Standards

 

SAN ANTONIO (February 25, 2020) – Abraxas Petroleum Corporation (“Abraxas” or the “Company”) (NASDAQ:AXAS)

 

 

On August 27, 2019, Abraxas Petroleum Corporation announced that it received notice from The NASDAQ Stock Market LLC ("NASDAQ") that the company did not then meet the NASDAQ continued listing standard which requires a minimum average closing price of $1.00 per share over a period of 30 consecutive trading days. NASDAQ had provided a period of 180 days following receipt of the notice to meet the standard and regain compliance for continued listing on the exchange.

 

The listed security has not regained compliance with the minimum average closing price of $1.00 per share requirement, however, NASDAQ staff has determined that the Company is eligible for an additional 180 day calendar period, or until August 24, 2020, to regain compliance. This determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the per share price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this additional time period the average closing price of the Company’s security is at least $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written confirmation of compliance and this matter will be closed.

 

 

Abraxas Petroleum Corporation is a San Antonio based crude oil and natural gas exploration and production company with operations across the Rocky Mountain and Permian Basin regions of the United States.

 

Safe Harbor for forward-looking statements: Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause Abraxas’ actual results in future periods to be materially different from any future performance suggested in this release. Such factors may include, but may not be necessarily limited to, changes in the prices received by Abraxas for crude oil and natural gas. In addition, Abraxas’ future crude oil and natural gas production is highly dependent upon Abraxas’ level of success in acquiring or finding additional reserves. Further, Abraxas operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond Abraxas’ control. In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in Abraxas’ filings with the Securities and Exchange Commission during the past 12 months.

 

FOR MORE INFORMATION CONTACT:

Steve Harris/Vice President – Chief Financial Officer

Telephone 210.490.4788

sharris@abraxaspetroleum.com

www.abraxaspetroleum.com