Item 1.01. Entry into a Material Definitive Agreement.
On December 7, 2022, Abraxas Petroleum Corporation (the "Company") agreed to
invest $19.5 million in The Lion Fund II, L.P., an investment fund affiliated
with Biglari Holdings Inc. and Sardar Biglari, a director of the Company. In
connection with this investment, the Company became a party to the Amended and
Restated Partnership Agreement of The Lion Fund II, L.P., as amended on June 3,
2015 (the "Partnership Agreement").
The foregoing description is qualified in its entirety by reference to the
Partnership Agreement, attached as Exhibit 10.1 hereto and incorporated herein
by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On December 6, 2022, the Board approved and adopted the Amended and Restated
Bylaws (the "Bylaws") of the Company, effective immediately. The Bylaws include
amendments to Article I to allow meetings of stockholders to be held solely by
means of electronic communication and stockholders to participate by remote
communication. The Bylaws also expand Article II, Section 6 to provide
additional detail regarding how the Board shall fix the record dates for
different types of corporate actions and remove a prior requirement in Article
II that a list of stockholders entitled to vote be available for examination
before and during each meeting of stockholders. Article II, Section 13 of the
Bylaws is updated to clarify the ability of stockholders to act by written
consent without a meeting, and Article III, Section 1 has been revised to allow
directors to be removed by stockholders with or without cause. The Bylaws also
contain revisions to Article VI regarding the Company's indemnification of
directors, officers, employees and agents. The Bylaws also include additional
technical, conforming, modernizing or clarifying changes.
The foregoing description is qualified in its entirety by reference to the
Bylaws, attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Amended and Restated Bylaws of Abraxas Petroleum Corporation
10.1 Amended and Restated Partnership Agreement of The Lion Fund II, L.P.,
as amended on June 3, 2015 (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed on June 4, 2015 by Biglari Holdings
Inc.)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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