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ABRAXAS PETROLEUM CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

June 20, 2014

Item 1.01 Entry into a Material Definitive Agreement.



On June 18, 2014, Abraxas Petroleum Corporation (the "Company") entered into an underwriting agreement, filed herewith as Exhibit 1.1, with Stephens Inc., Canaccord Genuity Inc. and Robert W. Baird & Co. Incorporated, as representatives of the several underwriters named therein, pursuant to which the Company sold 10,000,000 shares of its common stock, par value $0.01 per share, at a price to the public of $5.00 per share of common stock. The underwriters were also granted a thirty day option to purchase up to a maximum of 1,500,000 additional shares of the common stock from the Company. The offer and sale of the shares of common stock were registered with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (File No. 333-188110), and the closing is expected to occur on or about June 24, 2014.

The Company intends to use the net proceeds from the offering of approximately $47.0 million (and the net proceeds from any exercise of the underwriters' option to purchase additional shares of common stock) to accelerate its 2014 drilling program on both its Bakken and Eagle Ford properties, add additional leased acreage primarily in the Eagle Ford, repay indebtedness outstanding under its credit facility and for general corporate purposes.

Some of the underwriters and their affiliates have performed investment and commercial banking and advisory services for the Company and its affiliates from time to time for which they have received customary fees and expenses. The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The underwriting agreement contains representations and warranties that we made as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties, the underwriting agreement is not intended to be a source of factual, business or operational information about any of the parties thereto. The representations and warranties were made as of specific dates, only for purposes of the proposed transactions, and solely for the benefit of the parties to the underwriting agreement. These representations and warranties may be subject to limitations agreed between the parties, including being qualified by disclosures between the parties. The representations and warranties may have been made to allocate risks among the parties, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the underwriting agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of these representations and warranties, which may or may not be fully reflected in the parties' public disclosures. The foregoing description of the underwriting agreement is qualified in its entirety by reference to such underwriting agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure.



On June 18, 2014, the Company issued a press release announcing the offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information contained in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or 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 filing.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Number Description



1.1 Underwriting Agreement dated as of June 18, 2014 among Abraxas Petroleum

Corporation, Stephens Inc., Canaccord Genuity Inc. and Robert W. Baird & Co.

Incorporated, as representatives of the several underwriters named therein. 5.1 Opinion of Jackson Walker L.L.P. 23.1 Consent of Jackson Walker L.L.P. (included in Exhibit 5.1 hereto). 99.1 Press Release dated June 18, 2014, announcing the public offering of the

shares of common stock.



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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/ Geoffrey R. KingGeoffrey R. King



Vice President and Chief Financial Officer

Dated: June 20, 2014



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