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

Date of Report (Date of earliest event reported): ~~September~~December 1110, 2015

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 41.01. ~~Changes~~Entry Ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

OnThe ~~September 11,~~response ~~2015,~~to ~~Cubic~~Item ~~Energy, Inc~~1.03 ~~(the~~is ~~“Company”)~~incorporated ~~was~~by ~~notified~~reference ~~that~~to ~~BDO USA, LLP (“BDO”) has resigned as~~ the ~~Company’s~~extent ~~independent~~required ~~registered~~by ~~public~~Item ~~accounting~~1.01 ~~firm~~of Form 8-K.

~~BDO~~Item was initially retained as the Company’s independent registered public accounting firm on July 14, 2014 to audit the Company’s financial statements as of and for the fiscal year ended June 30, 20141. ~~The~~03 ~~audit~~Bankruptcy ~~report of BDO on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2014 did not contain an adverse opinion~~ or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principles, except that BDO included a qualification as to its substantial doubt regarding the ability of the Company to continue as a going concernReceivership.

~~Since~~On ~~the~~December 11, ~~time~~2015, ~~that~~Cubic ~~BDO~~Energy, Inc., ~~was~~a ~~retained~~Texas ascorporation (the “Company’s”), ~~independent~~together ~~registered~~with ~~public~~its ~~accounting~~direct ~~firm~~ and ~~through~~indirect ~~September 11,~~wholly ~~2015,~~owned ~~there~~subsidiaries ~~were~~Cubic (Asset, LLC, a~~) no disagreements~~ ~~between~~Delaware ~~the~~limited ~~Company~~liability ~~and~~company, ~~BDO~~Cubic onAsset ~~any~~Holding, ~~matter~~LLC, ofa ~~accounting~~Delaware ~~principles~~limited orliability ~~practices~~company, ~~financial~~Cubic ~~statement~~Louisiana, ~~disclosure~~LLC, ora ~~auditing~~Delaware ~~scope~~limited orliability ~~procedures~~company, ~~which~~and Cubic Louisiana Holding, ifLLC, ~~not~~a ~~resolved~~Delaware tolimited liability company (collectively with the ~~satisfaction~~Company, ofthe ~~BDO~~“Cubic Parties”), ~~would~~filed ~~have~~voluntary ~~caused~~petitions ~~BDO~~in tothe ~~make~~United ~~reference~~States ~~thereto~~Bankruptcy inCourt ~~connection~~for ~~with~~the ~~its~~District ~~opinion~~of onDelaware (the ~~financial~~“Bankruptcy ~~statements~~Court”) ~~for~~seeking ~~such~~relief ~~years~~under orthe ~~(b) except~~provisions asof ~~set~~Chapter ~~forth~~11 inof the ~~following~~United ~~paragraph,~~States ~~any~~ Bankruptcy Code (the “~~reportable~~Chapter ~~events,~~11 Cases”). The asCubic ~~such~~Parties ~~term~~have issought ~~defined~~to inhave ~~Item~~the ~~304(a)(1)(v) of~~Chapter ~~Regulation~~11 SCases jointly administered for procedural purposes under Case No. 15-K12500.

InOn ~~September and~~or ~~October~~about December ~~2014~~10, 2015, in connection with the ~~Company~~Chapter ~~identified~~11 ~~material~~Cases, ~~weaknesses~~(i) the inCubic ~~internal~~Parties, ~~controls~~(ii) each ~~over~~of ~~financial~~the ~~reporting~~Prepetition inNoteholders ~~connection~~(as ~~with~~defined in the ~~Company’s~~PSA), (iii) BP Products North America, Inc., a Maryland corporation, (iv) ~~financial~~BP ~~reporting~~Energy ~~and~~Company, ~~disclosure~~a ~~process~~Delaware corporation, (bv) ~~accounting~~Wells ~~for~~Fargo ~~asset~~Energy ~~retirement~~Capital, Inc., ~~obligations~~a Texas corporation, and (cvi) ~~accounting~~Fossil ~~for~~Operating ~~certain~~Inc., ~~complex~~a ~~accounting~~Texas ~~transactions~~corporation, ~~all~~entered asinto ~~more~~a ~~fully~~Plan ~~described~~Support inAgreement (the ~~Company’s~~“PSA”). The ~~Annual~~PSA, ~~Report~~which onis ~~Form 10-K~~subject to Bankruptcy Court approval and other conditions, provides for the ~~fiscal~~implementation ~~year~~of ~~ended~~a ~~June 30,~~restructuring ~~2014~~involving the Cubic Parties on the terms set forth in the joint prepackaged plan of reorganization of the Cubic Parties (the “Prepackaged Plan”).

~~The~~Subject ~~Company~~to ~~provided~~the ~~BDO~~satisfaction ~~with a copy~~ of ~~this~~certain ~~Current~~terms ~~Report on Form 8-K,~~ and ~~requested~~conditions ~~that~~set ~~BDO~~forth ~~furnish~~in ~~it with a letter addressed to~~ the ~~Securities~~PSA, ~~and Exchange Commission stating whether it agrees with~~ the ~~above~~Prepackaged ~~statements.~~Plan ~~A copy of such letter~~provides, ~~dated~~among ~~September 17,~~other ~~2015~~things, isthat ~~filed~~on asthe ~~Exhibit 16.1~~effective todate ~~this~~of ~~Current~~the ~~Report~~Prepackaged ~~on Form 8-K.~~Plan:

~~Item~~· all ~~9.01.~~existing ~~Financial~~equity ~~Statements,~~interests ~~Pro~~in ~~Forma~~the ~~Financial~~Cubic ~~Information~~Parties ~~and~~will ~~Exhibits.~~be cancelled, including the Company’s common stock;

~~(d) Exhibits.~~· in exchange for the release and discharge of their prepetition claims, affiliates of the Prepetition Noteholders will receive in the aggregate 100% of the equity interests in the reorganized Company, as well as new senior secured notes issued by the reorganized Company; and

Exhibit Number		Description
16.1		Letter from BDO USA, LLP dated September 17, 2015

· Wells Fargo Energy Capital, Inc. will receive, in exchange for the release and discharge of its prepetition claims, 100% of the equity interest in the reorganized Cubic Louisiana Companies (as defined in the PSA).

2Holders of the Company’s common stock will not receive any consideration under the Prepackaged Plan.

~~SIGNATURES~~In addition, pursuant to the PSA, the Investment Agreement, dated as of October 2, 2013, by and between the Warrant Holders and the Company (the “Investment Agreement”), was terminated upon the commencement of the Chapter 11 Cases.

~~Pursuant~~The toforegoing ~~the~~summary ~~requirements~~is ofqualified ~~the~~in ~~Securities~~its ~~Exchange~~entirety ~~Act~~by ofreference ~~1934~~to the PSA, the ~~registrant~~Prepackaged ~~has~~Plan, ~~duly~~and ~~caused~~the ~~this~~Investment ~~report~~Agreement, towhich beare ~~signed~~attached onas ~~its~~Exhibits ~~behalf~~10.1, by10.2, ~~the~~and ~~undersigned~~10.3 ~~hereunto~~hereto, ~~duly~~respectively, ~~authorized~~and are incorporated herein by reference.

Date: September 17, 2015	CUBIC ENERGY, INC.
	By:	/s/Jon S. Ross
		Jon S. Ross, Executive Vice President and Secretary

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

3The 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”).

The Debt Documents provide that as a result of the commencement of the Chapter 11 Cases the principal and accrued interest due thereunder is immediately due and payable.

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.

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 11 Cases. 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.


	By:	/s/ Jon S. Ross
		Jon S. Ross, Executive Vice President and Secretary

Filing Compare · HILLTOP ENERGY, LLC.