UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

Date of Report (Date of earliest event reported): ~~December~~February 1017, ~~2015~~2016

CUBIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

Texas	001-34144	87-0352095
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9870 Plano Road Dallas, Texas		75238
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 686-0369

N/A

(Former name or former address, if changed since last report.)

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:

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 1.01 Entry into a Material Definitive Agreement.

The response to Item 1.03 is incorporated by reference to the extent required by Item 1.01 of Form 8-K.

Item 1.03 Bankruptcy or Receivership.

OnAs previously disclosed, on December 11, 2015, Cubic Energy, Inc., a Texas corporation (the “Company”), together with its direct and indirect wholly owned subsidiaries Cubic Asset, LLC, a Delaware limited liability company, Cubic Asset Holding, LLC, a Delaware limited liability company, Cubic Louisiana, LLC, a Delaware limited liability company, and Cubic Louisiana Holding, LLC, a Delaware limited liability company (collectively with the Company, the “Cubic Parties”), filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Cases”). The ~~Cubic~~Bankruptcy ~~Parties~~Court ~~have~~approved ~~sought~~the tojoint ~~have~~administration of the Chapter 11 Cases ~~jointly administered~~ for procedural purposes under Case No. 15-12500.

On ~~or about December~~February 1017, ~~2015~~2016, ~~in connection with~~ the ~~Chapter~~Bankruptcy 11Court ~~Cases,~~entered ~~(i) the~~an ~~Cubic~~order ~~Parties,~~ (~~ii) each of~~ the ~~Prepetition~~“Confirmation ~~Noteholders (as defined in the PSA~~Order”), ~~(iii) BP~~attached ~~Products~~hereto ~~North~~as ~~America,~~Exhibit ~~Inc~~99.1, aconfirming ~~Maryland~~the ~~corporation,~~Third ~~(iv) BP~~Amended ~~Energy~~Prepackaged ~~Company,~~Plan aof ~~Delaware~~Reorganization ~~corporation,~~of ~~(v) Wells~~Cubic ~~Fargo~~ Energy ~~Capital~~, Inc., aet ~~Texas corporation, and (vi) Fossil Operating Inc~~al., aPursuant ~~Texas~~to ~~corporation,~~Chapter ~~entered~~11 ~~into~~of athe ~~Plan~~Bankruptcy ~~Support~~Code ~~Agreement~~ (the “~~PSA~~Plan”)~~. The PSA~~, which iswas ~~subject~~filed towith the Bankruptcy Court ~~approval~~on ~~and other conditions~~February 15, ~~provides~~2016. ~~for~~A ~~the~~copy ~~implementation~~ of ~~a restructuring involving~~ the ~~Cubic~~confirmed ~~Parties~~Plan onis ~~the~~attached ~~terms~~as ~~set~~Exhibit A ~~forth~~to in the ~~joint~~Confirmation ~~prepackaged~~Order. The ~~plan~~Plan ofis ~~reorganization~~presently ofanticipated ~~the~~to ~~Cubic~~become ~~Parties~~effective (the “~~Prepackaged~~Effective ~~Plan~~Date”) on or around March 1, 2016.

~~Subject~~Summary ~~to the satisfaction~~ of ~~certain terms and conditions set forth in~~ the ~~PSA,~~Material ~~the~~Features ~~Prepackaged Plan provides, among other things, that on the effective date~~ of the ~~Prepackaged~~ Plan:

~~· all~~The ~~existing~~following ~~equity~~is ~~interests~~a insummary of the ~~Cubic~~material ~~Parties~~features ~~will~~of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be ~~cancelled,~~a ~~including~~complete description of the ~~Company’s~~Plan. ~~common~~This ~~stock;~~summary is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, which are attached hereto as Exhibit 99.1 and incorporated by reference herein.

~~· in~~Pursuant ~~exchange~~the ~~for~~Plan, on the ~~release~~Effective ~~and~~Date ~~discharge~~all shares of ~~their~~common ~~prepetition~~stock ~~claims,~~and ~~affiliates~~other ofequity ~~the~~interests ~~Prepetition~~in ~~Noteholders~~the Company will ~~receive~~be incancelled ~~the~~and ~~aggregate~~extinguished ~~100%~~as of the ~~equity~~Effective ~~interests~~Date inand the ~~reorganized~~ Company, aswill ~~well~~be asconverted ~~new~~into ~~senior~~a ~~secured~~Delaware ~~notes~~limited ~~issued~~liability bycompany. Pursuant to the ~~reorganized~~Plan, ~~Company;~~on ~~and~~the Effective Date:

· ~~Wells~~the ~~Fargo~~prepetition ~~Energy~~holders ~~Capital, Inc~~of the Company’s 15.5% ~~will~~Senior ~~receive,~~Secured inNotes ~~exchange~~due ~~for~~2016 ~~the~~— ~~release~~Series A and ~~discharge~~15.5% ofSenior ~~its~~Secured ~~prepetition~~Notes ~~claims,~~due ~~100%~~2016 — Series B and certain of their affiliates (the ~~equity~~“Prepetition ~~interest~~Noteholders”) inwill ~~the~~be ~~reorganized~~issued ~~Cubic~~and ~~Louisiana~~receive ~~Companies~~100% ~~(as~~of ~~defined~~the limited liability company membership interests in the ~~PSA).~~reorganized Company;

~~Holders of~~ · the ~~Company’s~~Prepetition ~~common~~Noteholders ~~stock~~ will ~~not~~ receive ~~any~~new ~~consideration~~senior ~~under~~secured notes issued by the ~~Prepackaged~~reorganized ~~Plan.~~Company; and

In· Wells ~~addition,~~Fargo ~~pursuant~~Energy ~~to the PSA~~Capital, Inc. ~~the~~will ~~Investment~~receive ~~Agreement,~~100% ~~dated as~~ of ~~October 2,~~the ~~2013,~~equity byinterests ~~and~~in ~~between~~ the ~~Warrant~~Reorganized ~~Holders~~Cubic ~~and~~Louisiana ~~the Company~~ (~~the~~as ~~“Investment~~defined ~~Agreement”),~~in ~~was terminated upon~~ the ~~commencement of the Chapter 11 Cases~~Plan).

~~The~~Share foregoing summary is qualified in its entirety by reference to the PSA, the Prepackaged Plan, and the Investment Agreement, which are attached as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and are incorporated herein by reference.Information

~~Item~~Pursuant 2to the terms of the Plan, all of the Company’s existing equity interests, which includes all authorized and outstanding shares of common stock and preferred stock of the Company, will be deemed automatically cancelled and extinguished without further action by the Company upon the Effective Date.04 As of March 31, 2015, there were 77,505,908 shares of the Company’s common stock, 18,168.815 ~~Triggering~~shares ~~Events~~of ~~That~~the ~~Accelerate~~Company’s orPreferred ~~Increase~~stock a— ~~Direct~~9.5% ~~Financial~~Series B ~~Obligation~~and or98,751.823 anof ~~Obligation~~the ~~under~~Company’s anRedeemable ~~Off-Balance~~Preferred ~~Sheet~~stock ~~Arrangement~~—Series C outstanding.

~~The~~Assets commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under (i) the Company’s senior secured notes due October 2, 2016 issued pursuant to that certain Note Purchase Agreement dated October 2, 2013, as amended, and certain documents related thereto and (ii) the Amended and Restated Credit Agreement dated October 2, 2013 between Cubic Louisiana, LLC and Wells Fargo Energy Capital, Inc. (collectively, the “Debt Documents”).Liabilities

~~The~~In ~~Debt~~its ~~Documents~~most ~~provide~~recent ~~that~~monthly asoperating areport ~~result~~filed ofwith the ~~commencement~~Bankruptcy ofCourt on February 1, 2016, the ~~Chapter~~Company 11reported ~~Cases~~total ~~the~~assets ~~principal~~of $68,883,516 and ~~accrued~~total ~~interest~~liabilities ~~due~~of ~~thereunder~~$119,194,680 isas ~~immediately~~of ~~due~~December 31, ~~and payable~~2015.

Item 7.01. Regulation FD Disclosure.

A copy of the press release dated December 14, 2015 announcing that the Company and the other Cubic Parties filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and in Exhibit 99.1 hereto shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 8.01. Other Events.

Plan Solicitation

Beginning on December 10, 2015, in connection with entry into the PSA, the Cubic Parties solicited votes on the Prepackaged Plan from each of the Prepetition Noteholders, BP Energy Company and Wells Fargo Energy Capital, Inc. (the “Voting Creditors”). The Voting Creditors comprise all of the persons entitled to vote on the Prepackaged Plan. Each of the Voting Creditors has voted to accept the Prepackaged Plan.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Plan Support Agreement, dated December 10, 2015, among Cubic Energy, Inc., Cubic Asset, LLC, Cubic Asset Holding, LLC, Cubic Louisiana, LLC, Cubic Louisiana Holding, LLC, the Prepetition Noteholders (as defined therein), BP Products North America, Inc., BP Energy Company, Wells Fargo Energy Capital, Inc. and Fossil Operating, Inc.
99.1		Findings of Fact, Conclusions of Law and Order Approving the Debtors’ Solicitation and Disclosure Statement for, and Confirming, the Debtors’ Third Amended Joint Prepackaged Plan of Reorganization Pursuant To Chapter 11 of the Bankruptcy Code
10.2		Joint Prepackaged Plan of Reorganization of Cubic Energy, Inc., Cubic Asset, LLC, Cubic Asset Holding, LLC, Cubic Louisiana, LLC and Cubic Louisiana Holding, LLC.
10.3		Investment Agreement, dated October 2, 2013, among the Company, and the Warrant Holders (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-34144) filed with the SEC on October 3, 2013).
99.1		Press Release issued by the Company, dated as of December 14, 2015.

Forward-Looking Statements

Information in this Current Report on Form 8-K contains “forward-looking statements,” usually containing the words “believes,” “intends,” “estimates,” “projects,” “expects,” “anticipates,” “plans,” or similar expressions. These statements include, but are not limited to, statements regarding the effects of the Chapter 11 Cases, including the effects of the Chapter 11 Cases on the Company’s business plan and operating expenses, the ~~PSA, the Prepackaged~~ Plan, and the timing and execution of the ~~Chapter~~Effective 11Date ~~Cases~~of the Plan. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future events, which are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC. Forward looking statements speak only as of the date they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date.

SIGNATURES

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.

Date: December 14, 2015	CUBIC ENERGY, INC.
Date: February 18, 2016	CUBIC ENERGY, INC.
	By:	/s/ Jon S. Ross
		Jon S. Ross, Executive Vice President and Secretary

Filing Compare · HILLTOP ENERGY, LLC.