8-K

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

August 9, 2013

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01Completion of Acquisition or Disposition of Assets

On August 9, 2013, Abraxas completed the sale of the majority of the Company's non-operated Bakken formation properties to a subsidiary of Natural Resource Partners L.P. for a net purchase price of $38.3 million after all purchase price adjustments . The effective date of the sale was March 1, 2013.

The description of the sale described under this Item 2.01 is qualified in its entirety by a copy of the Purchase and Sale Agreement incorporated by reference into this Form 8-K (the “Agreement”). The representations and warranties of the parties in the Agreement are, in many respects, qualified by materiality and limited to the knowledge of the entity making the representation and warranty, but their accuracy forms the basis of one of the conditions to the obligations of the parties to complete the transaction. Please note, however, that these representations and warranties were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties thereto, and are subject to limitations agreed to between the parties, including that they are qualified by disclosures between the parties that are not included with this report. Accordingly, investors and third parties should not rely on these representations and warranties as independent characterizations of the actual state of facts at the time they were made or otherwise but should consider them together with the other information that we have disclosed in other filings with the SEC.

Item 7.01Regulation FD Disclosure

On August 13, Abraxas issued a news release announcing the closing of Non-Operated Bakken sale, and provided Activity, Capital Expenditures and Production Guidance Update. The full text of the release is included as exhibit 99.2.

The information in this Report (including Exhibit 99.2) 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 9.01Financial Statements and Exhibits

(b) Pro Forma Financial Information

The pro forma financial information specified in Article 11 of Regulation S-X is filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

NumberDescription

2.1 Purchase and Sale Agreement dated June 14, 2013, between Abraxas Petroleum Corporation and NRP Oil and Gas LLC (previously filed as Exhibit 10.1 to Abraxas' Current Report on Form 8-K filed with the SEC on June 17, 2013.)

99.1 Unaudited Pro Forma Condensed Consolidated Financial Information giving effect to the sale of the properties described in Item 2.01 above.

99.2 Press Release. dated August 13, 2013

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. King

Geoffrey R. King

Vice President and Chief Financial

Officer

Dated: August 14, 2013

3

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

On August 9, 2013, Abraxas completed the sale of the majority of the Company's non-operated Bakken formation properties to a subsidiary of Natural Resource Partners L.P. for a net purchase price of $38.3 million after all purchase price adjustments . The effective date of the sale was March 1, 2013.

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2013, has been prepared assuming the divestiture of the non-operated Bakken properties was consummated on June 30, 2013. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2012 and for the six months ended June 30, 2013, have been prepared assuming the divestiture of the non-operated Bakken properties was consummated on January 1, 2012. These Unaudited Pro Forma Condensed financial statements should be read in conjunction with the notes thereto, and the Consolidated Financial Statements and notes thereto of Abraxas Petroleum Corporation filed with the Company's Form 10-K for the year ended December 31, 2013 and Form 10-Q for the six months ended June 30, 2013.

The Unaudited Pro Forma Financial Information is not indicative of the financial position or results of operations of Abraxas Petroleum Corporation which would actually have occurred it the transactions dad occurred at the dates presented or which may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements due to normal oil and gas production declines, reductions in prices paid for oil and gas, future acquisitions and other factors.

1

Abraxas Petroleum Corporation

Unaudited Pro-Forma Condensed Consolidated Balance Sheets

(in thousands)

		As of June 30, 2013
		Historical			Pro-Forma Adjustments				Pro-Forma
Assets
Current assets:
Cash and cash equivalents	$	2,432		$	—			$	2,432
Accounts receivable, net		26,893			(4,624	)			22,269
Derivative asset – current		1,170			—		(1)		1,170
Assets held for sale.		34,800			(34,800	)	(1)		—
Other current assets		624			—				624
Total current assets		65,919			(39,424	)			26,495
Property and equipment:
Oil and gas properties, full cost method of accounting:
Proved		550,407			—				550,407
Unproved properties excluded from depletion		3,779			—				3,779
Other property and equipment		38,249			—				38,249
Total		592,435			—				592,435
Less accumulated depreciation, depletion, and amortization		(404,088	)		—				(404,088	)
Total property and equipment – net		188,347			—				188,347
Deferred financing fees, net		2,817			—				2,817
Derivative asset – long-term		2,317			—				2,317
Other assets		693			—				693
Total assets	$	260,093		$	(39,424			$	220,669

See notes to unaudited pro forma condensed consolidated financial statements.

2

Abraxas Petroleum Corporation

Unaudited Pro-Forma Condensed Consolidated Balance Sheets (continued)

(in thousands, except per share data)

		As of June 30, 2013
		Historical			Pro-Forma Adjustments					Pro-Forma
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	41,971		$	—				$	41,971
Oil and gas production payable		14,006			—					14,006
Accrued interest		86			—					86
Other accrued expenses		2,139			—					2,139
Derivative liability – current		2,532			—					2,532
Current maturities of long-term debt		1,634			—					1,634
Total current liabilities		62,368								62,368
Long-term debt, excluding current maturities		131,023			(39,424	)	(2	)		91,599
Derivative liability – long-term		510			—					510
Other liabilities		57			—					57
Future site restoration		10,136			—					10,136
Total liabilities		204,094			(39,424	)				164,670
Stockholders’ Equity
Preferred stock, par value $0.01 per share, authorized 1,000,000 shares; -0- issued and outstanding		—			—					—
Common stock, par value $0.01 per share, authorized 200,000,000 shares; 92,799,762 issued and outstanding		928			—					928
Additional paid-in capital		252,184			—					252,184
Accumulated deficit		(196,796	)		—					(196,796	)
Accumulated other comprehensive (loss)		(317	)		—					(317	)
Total stockholders’ equity		55,999			—					55,999
Total liabilities and stockholders’ equity	$	260,093		$	(39,424				$	220,669

See notes to unaudited pro forma condensed consolidated financial statements.

3

Abraxas Petroleum Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

(in thousands, except per share data)

			Year Ended December 31, 2012
		Historical				Pro-Forma Adjustments				Pro-Forma
Revenue:
Oil and gas production revenues	$	68,499			$	(8,830	)	(1)	$	59,669
Other		74				—				74
		68,573				(8,830	)			59,743
Operating costs and expenses:
Lease operating expenses		24,806				(2,487	)	(1)		22,319
Production taxes		6,613				(865	)	(1)		5,748
Depreciation, depletion, and amortization		23,016				(3,484	)	(1)		19,532
Impairment		19,774				—				19,774
General and administrative		10,712				—				10,712
		84,921				(6,836	)			78,085
Operating loss		(16,348		)		(1,994	)			(18,342	)
Other (income) expense:
Interest income		(4		)		—				(4	)
Interest expense		5,520				(1,242	)	(2)		4,278
Amortization of deferred financing fees		937				—				937
Loss (gain) on derivative contracts - Realized		459				—				459
Loss (gain) on derivative contracts - Unrealized		(2,669		)		—				(2,669	)
Equity in income of joint venture		(2,207		)		—				(2,207	)
Other		97				—				97
		2,133				(1,242	)			891
Net loss before income tax		(18,481		)		(752	)			(19,233	)
Income tax expense		310				—				310
Net loss	$	(18,791		)	$	(752	)		$	(19,543	)
Net loss per common share – basic	$	(0.20		)	$	—			$	(0.21	)
Net loss per common share – diluted	$	(0.20		)	$	—			$	(0.21	)
Weighted average shares outstanding - basic		91,914				—				91,914
Weighted average shares outstanding - diluted		91,914				—				91,914

See notes to unaudited pro forma condensed consolidated financial statements.

4

Abraxas Petroleum Corporation

Unaudited Pro Forma Condensed Consolidated Statements of Operations

(in thousands, except per share data)

			Six Months Ended June 30, 2013
		Historical				Pro-Forma Adjustments					Pro-Forma
Revenue:
Oil and gas production revenues	$	42,641			$	(5,067	)	(1	)	$	37,574
Other		49				—					49
		42,690				(5,067	)				37,623
Operating costs and expenses:
Lease operating expenses		12,628				(2,340	)	(1	)		10,288
Production taxes		3,838				(491	)	(1	)		3,347
Depreciation, depletion, and amortization		12,285				(1,652	)	(1	)		10,633
Impairment		1,977				—					1,977
General and administrative		5,327				—					5,327
		36,055				(4,483	)				31,572
Operating income		6,635				(584	)				6,051
Other (income) expense:
Interest income		(1		)		—					(1	)	)
Interest expense		2,467				(621	)	(2	)		1,846
Amortization of deferred financing fees		676				—					676
Loss (gain) on derivative contracts - Realized		1,708				—					1,708
Loss (gain) on derivative contracts - Unrealized		(6,864		)		—					(6,864	)	)
Other		101				—					101
		(1,913		)		(621	)				(2,534	)	)
Net income before income tax		8,548				37					8,585
Income tax expense		87				—					87
Net income	$	8,461			$	37				$	8,498
Net income per common share – basic	$	0.09			$	—				$	0.09
Net income per common share – diluted	$	0.08			$	—				$	0.09
Weighted average shares outstanding - basic		92,323				—					92,323
Weighted average shares outstanding - diluted		93,311				—					93,311

See notes to unaudited pro forma condensed consolidated financial statements.

5

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet:

The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the transactions had occurred as of June 30, 2013.

(1) To adjust assets held for sale and accounts receivable to reflect sales proceeds.

(2) To reduce long-term debt for net cash proceeds from the property sales.

Notes to the Unaudited Pro Forma Condensed Consolidated Statements of Operations:

The Unaudited Pro Forma Statements of Operations are presented as if the transactions had occurred as of the beginning of the period presented.

(1) To adjust oil and gas production revenues, lease operating and production taxes and depreciation, depletion and amortization as if the transactions had been completed as of the beginning of the period.

(2) To adjust interest expense, giving effect to pay-down of the Company’s long-term debt and current maturities of long-term debt, at the stated interest rates of the associated debt.

The Company estimates that the cost of completing this transaction were approximately $75,000

6

EX-99.2

Exhibit 99.2

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

18803 Meisner Drive

San Antonio, Texas 78258

Phone: 210.490.4788 Fax: 210.918.6675

NEWS RELEASE

Abraxas Provides Operational Update; Announces Closing of Non-Operated Bakken Sale; Provides Activity, CAPEX and Production Guidance Update

SAN ANTONIO (August 13, 2013) - Abraxas Petroleum Corporation (NASDAQ:AXAS) is pleased to provide an operational update, announce the closing of the Company's non-operated Bakken asset sale and provide an activity, CAPEX and production guidance update.

Operational Update

In McKenzie County, North Dakota, Abraxas successfully remediated the sand plug on the Lillibridge 4H. The Lillibridge 4H, producing from the Three Forks, is currently producing 1,436 boepd (1,112 barrels of oil per day, 140 barrels of NGLs per day, 1,105 mcf of natural gas per day) on a 20/64” choke. Combined, the four wells on the company's Lillibridge East pad are producing approximately 5,503 boepd (4,036 barrels of oil per day, 721 barrels of NGLs per day, 4,476 mcf of natural gas per day). Abraxas owns a working interest of approximately 34% in the Lillibridge East pad.

Non-Operated Bakken Closing

Abraxas recently closed the sale of its non-operated Bakken assets for $38.3 million after accounting for purchase price adjustments. Accounting for the asset sale, Abraxas' credit facility was revised to $143 million. After providing the company's updated June 30, 2013 internal reserve report to the company's bank group, Abraxas will undergo its fall redetermination process. Given the activity levels and reserve adds from the company's Eagle Ford and Bakken assets over the last six months, it is management's expectation that the facility will increase from $143 million.

Activity, CAPEX and Production Guidance Update

Abraxas plans to use a portion of the additional liquidity following the non-operated Bakken asset sale to accelerate growth in its core regions. Additions to the capital program include the following:

Eagle Ford: Abraxas currently holds 100% working interest in approximately 4,400 net acres in Atascosa County, TX in the Jourdanton Prospect. In September 2011, Abraxas completed a lateral in the Eagle Ford, the Grass Farm 1H, as part of the Blue Eagle Joint venture on the same prospect. This well averaged a modest 103 BOPD over its first 30 days of production, but the relatively flat decline rate has yielded cumulative production of 40,000 BO. Since completion of the initial well, Abraxas acquired a new 3D seismic survey, and interpretation indicates that the Grass Farm 1H was only in the target zone about 10% of its lateral length. Also, recent completions by area operators at similar depths (8,000-8,200 ft) have shown marked improvement in initial rates. The company plans to drill one 100% working interest Eagle Ford horizontal in late September 2013 at an estimated completed well cost of $6 million.

Abraxas also recently secured a new 410 net acre prospect in northern McMullen County. The lease will accommodate up to four Eagle Ford laterals with anticipated lengths of 7000-9000 ft. Abraxas plans to spud an initial well in the 4^th quarter of 2013 with 100% working interest.

Williston Basin: In addition to Abraxas' Bakken acreage in the Williston Basin, it also holds low risk development targets of a conventional nature. The company plans to drill the Crusch 2-33 as a PUD replacement for a producing well in Roosevelt County, MT, which has to be abandoned for mechanical reasons. Producing zones included the Red River, Gunton and Winnepegosis. The new well will spud in 4^th quarter with an estimated $2.5 million completed well cost. Similarly, Abraxas plans to drill another 100% working interest twin well to develop reserves in the Ratcliff zone. The original well produced from the deeper Red River zone, but was abandoned for mechanical reasons. The shallower Ratcliff at a depth of about 8,000 ft had an excellent oil show. The Christiansen 12-2 will also spud in 4^th quarter 2013 at an estimated completed well cost of $1.5 million.

Permian: Over the last several years, Abraxas drilled four horizontal wells on its Spires Ranch prospect targeting the Strawn formation. The most recent of these wells the Spires Ranch 89 #1H was drilled in a non-pressure depleted area, and consequently it is the best producer. The Company recently drilled the Spires Ranch 129 #2H in a similar environment to the 89 #1H targeting the Strawn formation. Given the company's past success in stimulating analogous rock in the Edwards formation which greatly enhanced well productivity, Abraxas plans to stimulate this well with a small, multi-stage frac completion, rather than the open hole design of previous wells. Abraxas holds a 100% working interest in the Spires 129 #2H and anticipates a completed well cost of $2.3 million.

Guidance Update:

Given the revised activity levels and production revisions associated with recent asset sales and Eagle Ford acreage acquisitions, Abraxas projects production of approximately 4,600-4,800 boepd on an $85 million CAPEX budget. As these additional volumes are largely scheduled to come online in the fourth quarter of 2013, Abraxas expects minimal impact to 2013 average volumes. However, Abraxas anticipates a more pronounced impact on the company's 2013 exit rate, which it forecasts to be approximately 5,300 boepd. Abraxas continues to anticipate exiting 2013 at 2.0x Debt/EBITDA⁽¹⁾ on the company's revised $85 million CAPEX budget.

Bob Watson, President and CEO of Abraxas commented, “After a considerable divestiture campaign over the last eleven months, Abraxas now finds itself with a more focused asset base and right sized balance sheet. Our goal continues to be to grow profitable production by focusing our efforts on our core basins in the Eagle Ford, Bakken, PRB and Permian. With commodity prices remaining firm and numerous low risk opportunities in the portfolio, we believe it is the right time to bring forward NPV and accelerate growth in our core areas. Importantly, this does not come at a cost of stretching our balance sheet as we still plan to exit 2013 at or below 2.0x Debt/EBITDA⁽¹⁾. We look forward to updating the market as we continue to execute on our business plan.”

(1) Debt/EBITDA calculation per bank loan agreement. Excludes associated with Raven Drilling as well as all EBITDA generated by Raven Drilling. Also excludes building mortgage.

Abraxas Petroleum Corporation is a San Antonio based crude oil and natural gas exploration and production company with operations across the Rocky Mountain, Permian Basin and onshore Gulf Coast regions of the United States and in the province of Alberta, Canada.

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:

Geoffrey King/Vice President - Chief Financial Officer

Telephone 210.490.4788

gking@abraxaspetroleum.com

www.abraxaspetroleum.com