Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in the Introductory Note is incorporated by reference herein.

The Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time"). At the Effective Time, the outstanding shares of the Company's common and preferred stock, other than shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware Law, automatically converted into the right to receive allocations of approximately $11.4 million (the "Merger Consideration") pursuant to the Merger Agreement and the Company's Certificate of Incorporation and all amendments thereto (collectively, the "Company Charter").

The Merger Consideration was allocated in accordance with the Company Charter. Because the amount of Merger Consideration was substantially less than the aggregate minimum liquidation preferences of the Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock") and Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), all Merger Consideration was paid to the holders of those series of preferred stock. At the Effective Time, each share of Series C Preferred Stock and Series B Preferred Stock, issued and outstanding as of immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive (i) $5.00 in cash with respect to each share of Series C Preferred Stock and (ii) $0.9747 in cash with respect to each share of Series B Preferred Stock, in each case, without interest and subject to withholding, subject to the terms and conditions set forth in the Merger Agreement.

The holders of the Company's common stock, par value $0.001 per share ("Common Stock") and Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock" and, together with Series C Preferred Stock and Series B Preferred Stock, the "Preferred Stock"), did not receive any consideration in the Merger. Additionally, each Company option or warrant outstanding immediately prior to the Effective Time, whether or not then vested and exercisable, was cancelled without the receipt of any consideration.

Following the consummation of the Merger, the shares of the Company's Common Stock are no longer quoted on the OTC Pink Tier of the OTC Marketplace operated by the OTC Markets Group, Inc. ("OTC Pink").

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information in the Introductory Note and Item 2.01 is incorporated by reference herein.

In connection with the consummation of the Merger, the shares of the Company's Common Stock are no longer quoted on the OTC Pink, effective as of market close on April 1, 2020. The Company intends to file with the SEC a Form 15 requesting the termination of registration of the shares of its Common Stock under Section 12(g) of the Exchange Act of 1934, as amended (the "Exchange Act"), and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act; as a result, the Company will no longer file reports with the SEC.





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Item 3.03. Material Modification to Rights of Security Holders.

The information in the Introductory Note and Items 2.01, 3.01, 5.01, 5.02 and 5.03 is incorporated by reference herein.

At the Effective Time, the Company's stockholders immediately before the Effective Time ceased to have any rights as stockholders in the Company, other than their right to receive the Merger Consideration, as applicable, or, with respect to stockholders who properly exercised their appraisal rights and whose shares were not withdrawn under Delaware Law.

Item 5.01. Changes in Control of Registrant.

The information in the Introductory Note and Items 2.01 and 5.02 is incorporated by reference herein.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of the Buyer. The aggregate consideration paid in connection with the Merger was approximately $11.4 million, which consideration was funded with cash on hand from the Buyer.

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

The information in the Introductory Note and Item 2.01 is incorporated by reference herein.

In connection with completion of the Merger, at the Effective Time, each of Anthony R. Verdi, Donald R. Caldwell, Michael Azeez, Kenneth Harvey, Alan Krigstein, Sanford Rich, Frederick Tecce and Edmond Walters resigned from his respective position as a member of the Company's board of directors (the "Board"), and any committee thereof. These departures were in connection with the Merger and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices, the Company's management or Board. Also on April 1, 2020, following the Effective Time, Wayne Locke, James Miller and Mallinath Sengupta were appointed to the Board.

In connection with completion of the Merger, at the Effective Time, Anthony R. Verdi resigned from his position as President, Chief Executive Officer and Chief Financial Officer of the Company. This departure was in connection with the Merger and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices, the Company's management or Board. Also, on April 1, 2020, following the Effective Time, Manish Shah was appointed as President of the Company, Bithin Bhattacharya was appointed as Treasurer of the Company and Lori Stanly was appointed as Secretary of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information in the Introductory Note and Item 2.01 is incorporated by reference herein.

At the Effective Time, the Company amended and restated its certificate of incorporation and its bylaws. Copies of the Company's amended and restated certificate of incorporation and amended and restated bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 30, 2020, the Company held the Special Meeting to adopt the previously disclosed Merger Agreement. Holders of shares of the Company's Common Stock and Preferred Stock as of February 26, 2020 (the "Record Date") were entitled to vote at the Special Meeting.

Pursuant to applicable law and the terms of the Merger Agreement, the approval of the Merger and adoption of the Merger Agreement required the affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock, (ii) a majority of the outstanding shares of Common Stock and Preferred Stock, voting as a single class, with holders of Common Stock entitled to one vote for each share of Common Stock and holders of Preferred Stock entitled to vote the equivalent of 20 shares of Common Stock for each share of Preferred Stock, in each case, outstanding and entitled to vote; and (iii) two-thirds of the outstanding shares of each class of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case, entitled to vote at the Special Meeting.

According to the report of the inspector of elections, at the Special Meeting, the Merger was approved and the Merger Agreement was adopted by the requisite vote of the stockholders of the Company. The Merger was approved and the Merger Agreement was adopted by approximately 54.81% of the outstanding shares of Common Stock and 99.43% of the outstanding shares of Preferred Stock (including 95.21% of the outstanding shares of Series A Preferred Stock, 99.75% of the outstanding shares of Series B Preferred Stock and 99.34% of the outstanding shares of Series C Preferred Stock) as of the Record Date.





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The tally of the stockholder votes for the approval of the Merger and adoption of the Merger Agreement is as follows:





    FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
170,552,674   369,714   25,000           0

The tally of the stockholders votes for the approval to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies is as set forth below; however, approval to adjourn the Special Meeting was not needed because there were sufficient votes to approve the proposal to approve the Merger and adopt the Merger Agreement.





    FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
170,452,674   468,714   26,000           0

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.       Description
2.1*        Agreement and Plan of Merger, dated as of January 30, 2020, by and
          among InsPro Technologies Corporation, Majesco and Majesco Merger Sub,
          Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K of
          InsPro Technologies Corporation, filed with the Securities and Exchange
          Commission on January 31, 2020).
3.1         Second Amended and Restated Certificate of Incorporation of InsPro
          Technologies Corporation.
3.2         Second Amended and Restated Bylaws of InsPro Technologies
          Corporation.

* Schedules and other similar attachments have been omitted pursuant to Item

601(b)(2) of Regulation S-K, which include the Disclosure Schedule (as defined

in the Merger Agreement). The signatory hereby undertakes to furnish

supplemental copies of any of the omitted schedules and attachments upon


   request by the SEC.




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