Termination of a Material Definitive

On May 7, 2015, Infinity Energy Resources, Inc. (the Company) completed a private placement (the Private Placement) of a $12.0 million principal amount Senior Secured Convertible Note (the Note) and warrant to purchase 18,000,000 shares of the Companys common stock, $0.0001 par value (the Warrant).

The Note and Warrant were issued pursuant to a Securities Purchase Agreement, dated May 3, 2015, by and between the Company and an institutional investor (the Investor). The Investor acquired the Note by paying $450,000 in cash and issuing a secured promissory note, secured by cash, with an aggregate initial principal amount of $9,550,000 (the Investor Note).

On May 4, 2017, the Investor notified the Company that it elected to effect an Investor Optional O ffset under Section 7(a) of the Investor Note of the full $9,490,000 principal amount outstanding under the Investor Note against $9,490,000 in aggregate principal outstanding under the Note. It did so by surrendering and concurrently cancelling $9,490,000 in aggregate principal of the Note in exchange for the satisfaction in full and cancellation of the Investor Note. The Note had an aggregate outstanding principal balance of $11,687,231 as of the date of the exchange. The Investor requested the Company to deliver a new convertible note with respect to the remaining principal balance of $2,197,231 to replace the original Note.


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.



/s/ Stanton E. Ross

Stanton E. Ross

Chairman, President & Chief Executive Officer

Date: May 10, 2017

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