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): May 26, 2017

SPECIAL DIVERSIFIED OPPORTUNITIES INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (302) 824-7062

Not applicable

(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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The information provided in Item 3.03 below is hereby incorporated herein by reference.

Special Diversified Opportunities Inc. (the “Company”) is a party to that certain Section 382 Rights Agreement, dated as of April 28, 2016 (as amended, the “Section 382 Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Agent”).

The “Final Expiration Date,” as defined in the Section 382 Rights Agreement is, October 27, 2017, at which time the Section 382 Rights Agreement and the Rights (as defined therein) shall expire in accordance with the terms of the Section 382 Rights Agreement. On May 26, 2017, pursuant to approval by the Board of Directors of the Company, the Company and the Agent entered into an amendment (the “Amendment”) to the Section 382 Rights Agreement to amend the definition of “Final Expiration Date” such that it shall be for all purposes May 26, 2017. The Amendment has the effect of terminating the Rights Agreement as of May 26, 2017.

Except for the change to the Final Expiration Date, the Amendment makes no other changes to the Section 382 Rights Agreement.

This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

SIGNATURE

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.

EXHIBIT LIST