Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In light of the Company's previously announced ongoing investigation of its past business practices (the "Investigation"), as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2012, Mr. Philip Chan, the Chief Financial Officer and a member of the Board of Directors (the "Board") of Dynacq Healthcare, Inc. (the "Company") submitted to the Board his resignation from both of these positions on November 28, 2012. This resignation was effective immediately. Mr. Chan was not a member of any committee of the Board.

Mr. Hemant Khemka, the Controller of the Company, will remain the Company's interim principal financial officer, a position he has held since August 8, 2012.

Item 8.01 Other Events

The Company expects the Investigation to be completed by the end of this year, at which time independent counsel for the Board will report its findings to the Board.

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