Item 1.01 Entry into a Material Definitive Agreement.

On September 27, 2022, Abraxas Petroleum Corporation (the "Company") and Biglari Holdings Inc. ("Holdings"), entered into that certain Exchange Agreement, as disclosed on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 3, 2022, which was subject to the approval by the Stockholders of the Company of the amendment to the Articles of Incorporation of the Company, as amended (the "Increased Share Amendment"), and the acceptance of the Increased Share Amendment by the Nevada Secretary of State.

In light of approval by the Stockholders of the Increased Share Amendment, as more fully described in the Item 5.07 disclosure below, the Company caused the Increased Share Amendment to be filed, via the filing of a Certificate of Amendment, with the Nevada Secretary of State on October 24, 2022, and the Nevada Secretary of State accepted the Increased Share Amendment on October 25, 2022.

Based upon the foregoing, on October 26, 2022, the Exchange Agreement was consummated by the following transactions: (i) the Company caused 90,631,287 shares of Common Stock to be registered in the name of Holdings with the Company's transfer agent in book-entry form and (ii) Holdings assigned and transferred 685,505 shares of Series A Preferred Stock (the "Preferred Shares") to the Company, constituting all of the Series A Preferred Stock of the Company then outstanding, by delivering a Stock Power and Assignment to the Company. The Company cancelled the Preferred Shares and the Preferred Stock Certificate of Designation, such that only Common Stock of the Company remains outstanding.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 24, 2022, the Company held a Special Meeting of the Stockholders (the "Special Meeting"), at which the Company submitted the following proposal to its Stockholders for a vote:



      1. To approve an amendment to the Company's Articles of Incorporation, as
         amended, to increase the Company's authorized shares of Common Stock from
         20,000,000 shares to 150,000,000 shares.

The following table lists the final voting results for Proposal 1 at the Special Meeting:



            Number of Shares
   For          Against       Withheld
48,660,369       661,995       1,066,858

Based upon the foregoing, the amendment to the Company's Articles of Incorporation, as amended, was approved by the Stockholders.

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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/ G. William Krog
      G. William Krog
      Vice President, Chief Accounting Officer



Dated: October 27, 2022

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