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): ~~January~~March 30, 2020

INSPRO TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-51701		98-0438502
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1510 Chester Pike, Suite 400

Eddystone, Pennsylvania

19022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (484) 654-2200

(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:

¨  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company 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. ¨ ☐

~~Item~~INTRODUCTORY ~~1.01 Entry Into a Material Definitive Agreement.~~NOTE

On March 30, 2020, InsPro Technologies Corporation, a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to adopt the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Majesco, a California corporation (the “Buyer”), and Majesco Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub”). On March 30, 2020, the Merger Agreement was approved by the requisite vote of the Company’s stockholders at the Special Meeting. Pursuant to the terms of the Merger Agreement, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity after the merger, was consummated (the “Merger”) on April 1, 2020. As a result of the Merger, the Company is now a wholly-owned subsidiary of the Buyer. Capitalized terms used but not otherwise defined herein have the meaning set forth in the Merger Agreement.

OnThe ~~January~~description ~~30,~~of ~~2020,~~the ~~InsPro~~Merger ~~Technologies~~Agreement ~~Corporation,~~and arelated ~~Delaware~~transactions ~~corporation~~ (~~the “Company”)~~including, ~~Majesco~~without limitation, athe ~~California~~Merger) ~~corporation~~in ~~(the~~this ~~“Buyer”), and~~Current ~~Majesco~~Report ~~Merger~~on ~~Sub,~~Form ~~Inc.,~~8-K adoes ~~Delaware~~not ~~corporation~~purport to be complete and ais ~~wholly-owned~~subject, ~~subsidiary~~and ofqualified ~~the~~in ~~Buyer~~its ~~(“Merger~~entirety ~~Sub”) entered~~by ~~into~~reference, anto ~~Agreement~~the ~~and~~full ~~Plan~~text of ~~Merger (~~the “Merger Agreement”), which is attached as Exhibit 2.1 ~~Capitalized~~to ~~terms~~the ~~used~~Company’s ~~herein~~Current ~~but~~Report ~~not otherwise~~on ~~defined~~Form ~~have~~8-K filed with the ~~meaning~~U.S. ~~set~~Securities ~~forth~~and inExchange Commission (the ~~Merger~~“SEC”) on ~~Agreement~~January 31, 2020 and incorporated herein by reference.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the closing (the “Closing”) of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of the Buyer.1

~~Merger~~Item ~~Consideration~~2.01 Completion of Acquisition or Disposition of Assets.

The ~~Merger~~information ~~Consideration to be paid by the Buyer on the Closing Date, subject to certain adjustments as set forth~~ in the ~~Merger~~Introductory ~~Agreement (including for cash and certain debt of the Company),~~Note is ~~$12~~incorporated ~~million~~by inreference ~~cash~~herein.

~~Effect~~The onMerger 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 ~~Shares~~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”).

AtThe ~~the~~Merger ~~Effective~~Consideration ~~Time,~~was ~~and~~allocated in ~~subject~~accordance towith the ~~terms~~ ~~and~~Company ~~conditions~~Charter. ofBecause the amount of Merger ~~Agreement,~~Consideration was substantially less than the ~~outstanding~~aggregate ~~shares~~minimum liquidation preferences of the ~~Company’s~~Series ~~preferred~~C ~~and~~Convertible ~~common~~Preferred ~~stock~~Stock, ~~other~~par ~~than~~value $0.001 per share (“Series C Preferred Stock”) ~~shares~~and ~~with~~Series ~~respect~~B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), all Merger Consideration was paid to ~~which~~the ~~appraisal~~holders ~~rights~~of ~~are~~those ~~properly~~series ~~exercised~~of preferred stock. At the Effective Time, each share of Series C Preferred Stock and ~~not~~Series B ~~withdrawn~~Preferred ~~under~~Stock, ~~Delaware~~issued ~~law~~and outstanding as of immediately prior to the Effective Time, ~~will~~was cancelled and automatically be converted into the right to receive ~~allocations~~(i) of$5.00 ~~the~~in ~~Merger~~cash ~~Consideration~~with ~~pursuant~~respect to ~~the~~each ~~Merger~~share ~~Agreement~~of Series C Preferred Stock and ~~the~~(ii) ~~Company’s~~$0.9747 in cash with ~~Certificate~~respect to each share of ~~Incorporation~~Series ~~and~~B ~~all~~Preferred ~~amendments~~Stock, ~~thereto~~in ~~(collectively~~each case, without interest and subject to withholding, subject to the ~~“Company~~terms and ~~Charter”)~~conditions set forth in the Merger Agreement.

~~Proceeds~~The holders of the ~~Merger will be allocated in accordance with the~~ Company’s ~~Charter. The Company has three series of preferred~~ common stock, ~~with~~par ~~specified~~value ~~liquidation~~$0.001 ~~preferences outstanding,~~per ofshare ~~which~~(“Common ~~the~~Stock”) and Series CA Convertible Preferred Stock, par value $0.001 per share (“Series CA Preferred Stock”) and, is ~~the~~together ~~most~~with ~~senior~~Series ~~and~~C ~~the~~Preferred Stock and Series B ~~Convertible~~ Preferred Stock, ~~par~~the ~~value~~“Preferred Stock”), ~~$0.001~~did ~~per~~not ~~share~~receive ~~(“Series~~any Bconsideration ~~Preferred~~in ~~Stock”)~~the Merger. Additionally, each Company option or warrant outstanding immediately isprior to the ~~second~~Effective ~~most~~Time, ~~senior~~whether inor anot ~~transaction~~then vested and exercisable, was cancelled without the receipt of ~~this~~any ~~size~~consideration.

~~Because~~Following the ~~amount~~consummation of ~~Merger~~the ~~Consideration~~Merger, ~~is substantially less than~~ the ~~aggregate~~shares ~~minimum liquidation preferences~~ of the ~~Series~~Company’s CCommon ~~Preferred~~ Stock ~~and~~are ~~Series~~no Blonger ~~Preferred Stock,~~quoted ~~all~~on ~~Merger Consideration will be paid to~~ the ~~holders~~OTC ofPink ~~those~~Tier ~~series~~ of ~~preferred stock. In particular,~~ the ~~holders of~~OTC ~~the~~Marketplace ~~Company’s~~operated ~~common~~by ~~stock, par value $0.001 per share (~~the ~~“Common Stock”) and Series A Convertible~~ ~~Preferred~~OTC ~~Stock~~Markets Group, ~~par value $0~~Inc.~~001~~ ~~per share~~ (“~~Series~~OTC ~~A Preferred Stock~~Pink”)~~, will 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, will be cancelled without the receipt of any consideration.

~~Representations~~Item ~~and~~3.01. ~~Warranties, Covenants~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Each~~The ofinformation ~~the Company and the Buyer has made customary representations and warranties~~ in the ~~Merger~~Introductory ~~Agreement and has agreed to customary covenants regarding the operation~~Note ~~of the business of the Company~~ and ~~its~~Item ~~Subsidiaries prior to the Effective Time~~2.01 ~~The~~is ~~parties~~incorporated ~~have~~by ~~also~~reference ~~agreed to use commercially reasonable efforts to consummate the Merger~~herein.

NoIn ~~Solicitation~~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.

The Company has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal, and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any Acquisition Proposal. However, the Company may, prior to the obtaining the requisite approval from the Company’s stockholders, engage in discussions or negotiations and provide non-public information to a third party which has made an unsolicited bona fide written Acquisition Proposal if the Company’s board of directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and that the failure to do so would be reasonably likely to be inconsistent with the director’s duties set forth under Delaware law.2

~~-2-~~ Item 3.03. Material Modification to Rights of Security Holders.

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

~~Consummation~~At of the ~~Merger~~Effective ~~is subject to certain conditions~~Time, ~~including, without limitation, adoption of~~ the ~~Merger Agreement by the requisite vote of the~~ Company’s stockholders, ~~the~~immediately ~~accuracy~~before of the ~~representations~~Effective ~~and~~Time ~~warranties~~ceased ~~(subject~~ to ~~customary~~have ~~materiality qualifiers), the absence of~~ any ~~Material~~rights ~~Adverse~~as ~~Effect~~stockholders ~~with~~in ~~respect to~~ the Company, ~~the~~other ~~Company’s~~than ~~compliance~~their ~~with its covenants and agreements contained~~right into receive the Merger ~~Agreement~~Consideration, ~~(subject~~as toapplicable, ~~customary~~or, ~~materiality~~with ~~qualifiers)~~respect ~~and~~to ~~the~~stockholders ~~Company’s~~who ~~Fairness~~properly ~~Advisor~~exercised ~~shall~~their ~~not~~appraisal ~~have withdrawn,~~rights ~~revoked~~and orwhose ~~modified~~shares ~~their~~were ~~fairness~~not ~~opinion,~~withdrawn ~~among~~under ~~others~~Delaware Law.

~~Termination~~Item 5.01. Changes in Control of Registrant.

The ~~Merger~~information ~~Agreement~~in ~~may~~the beIntroductory ~~terminated~~Note atand ~~any~~Items ~~time~~2.01 ~~prior~~and to5.02 ~~the~~is ~~Closing~~incorporated ~~upon~~by ~~the~~reference ~~occurrence or non-occurrence of certain events, including the following:~~herein.

	●	by mutual written consent of Buyer and the Company;
	●	by the Company or the Buyer if the Closing does not occur by April 30, 2020;

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 by5.02. ~~the~~Departure ~~Company or the Buyer if the other party breaches any~~ of ~~its~~Directors ~~representations, warranties~~ or ~~covenants~~Certain inOfficers; ~~the~~Election ~~Merger~~of ~~Agreement~~Directors; ~~(or,~~Appointment ~~in the case~~ of ~~the~~Certain ~~Buyer,~~Officers; ~~any~~Compensatory ~~breach~~Arrangements ~~by a party to any Voting Agreement by a party thereto) and that breach is not curable or not cured within 20 business days~~ of ~~receiving~~Certain ~~notice of such breach;~~Officers.

●The byinformation the Company or the Buyer if a court of competent jurisdiction or other governmental authority shall have issued a final, non-appealable order, decree or ruling or taken any other action, or there shall exist any law, in ~~each case preventing or otherwise prohibiting~~ the ~~Closing~~Introductory orNote and ~~that~~Item ~~otherwise~~2.01 ~~has~~is ~~the~~incorporated ~~effect~~by ofreference ~~making the Closing or the transactions contemplated thereby illegal;~~herein.

●In byconnection ~~the~~with ~~Company~~completion ifof the Merger, at ~~any~~the ~~time~~Effective ~~prior~~Time, toeach ~~the receipt~~ of ~~the~~Anthony ~~Requisite~~R. ~~Stockholder Approval~~Verdi, inDonald ~~the~~R. ~~event~~Caldwell, ~~that~~Michael ~~(i)~~Azeez, ~~the~~Kenneth ~~Company~~Harvey, ~~shall~~Alan ~~have~~Krigstein, ~~received~~Sanford aRich, Frederick ~~Superior~~Tecce ~~Proposal,~~and ~~(ii)~~Edmond ~~the~~Walters ~~Company’s~~resigned ~~board~~from ofhis ~~directors~~respective ~~shall~~position ~~have~~as ~~determined~~a tomember ~~terminate~~of the ~~Merger~~Company’s ~~Agreement~~board orof ~~effected~~directors (the or“Board”), ~~resolved~~and toany ~~effect~~committee athereof. ~~change~~These indepartures ~~its~~were ~~recommendation~~ in ~~accordance~~connection with the ~~terms of the~~ Merger ~~Agreement~~and (anot ~~“Company~~due ~~Board~~to ~~Recommendation~~any ~~Change”),~~disagreement with ~~(iii)~~ the Company ~~enters~~on ~~into,~~any ~~concurrently~~matter ~~with~~relating to the ~~termination~~Company’s ofoperations, ~~the~~policies ~~Merger~~or ~~Agreement~~practices, athe ~~definitive~~Company’s ~~written~~management or ~~agreement~~Board. ~~providing~~Also ~~for~~on ~~the~~April ~~consummation~~1, of2020, afollowing ~~Superior~~the ~~Proposal~~Effective ~~and~~Time, ~~(iv)~~Wayne ~~the~~Locke, ~~Company~~James ~~pays~~Miller ~~the~~and ~~Buyer~~Mallinath ~~the~~Sengupta ~~Termination~~were ~~Fee;~~appointed to ~~and~~the Board.

●In byconnection ~~the~~with ~~Buyer~~completion inof the ~~event~~Merger, at ~~that~~the ~~(i)~~Effective ~~there is a Company Board Recommendation Change~~Time, ~~(ii)~~Anthony aR. ~~tender~~Verdi orresigned ~~exchange~~from ~~offer~~his ~~that~~position ifas ~~consummated~~President, ~~would~~Chief ~~result~~Executive inOfficer ~~any~~and ~~person~~Chief orFinancial ~~group beneficially owning more than 15%~~ Officer of the ~~outstanding voting securities of the~~ Company. isThis ~~commenced~~departure bywas ain ~~person~~connection ~~who~~with ~~is not an Affiliate or representative of~~ the ~~Buyer~~Merger and ~~the Company does~~ not ~~publicly~~due ~~announce,~~to ~~within~~any 10disagreement ~~business~~with ~~days after~~ the ~~commencement~~Company ofon ~~such~~any ~~tender~~matter relating orto ~~exchange offer, that~~ the Company’s ~~recommends~~operations, ~~rejection~~policies ~~of such tender~~ or ~~exchange offer~~practices, ~~(iii) there is a Company Board Recommendation Change for~~ the ~~consummation of a Superior Proposal, (iv) the~~ Company’s ~~board~~management ~~of directors~~ or ~~any~~Board. ~~committee~~Also, ~~thereof~~on ~~fails~~April to1, ~~reaffirm~~2020, following the ~~Company’s~~Effective ~~board~~Time, ofManish ~~directors’~~Shah ~~recommendation~~was ~~within~~appointed 10as ~~business~~President ~~days after the receipt~~ of ~~a written request to do so from~~ the ~~Buyer~~Company, ~~following~~Bithin anBhattacharya ~~Acquisition~~was ~~Proposal~~appointed ~~that~~as ~~has~~Treasurer of ~~been publicly announced or that has become publicly known or (v)~~ the Company ~~commits~~and aLori ~~material~~Stanly ~~breach~~was ofappointed ~~its~~as ~~obligations~~Secretary ~~with respect not soliciting or negotiating an Acquisition Proposal, which breach, if capable~~ of ~~being cured, has not been cured within five days after~~ the ~~Buyer has given written notice to the~~ Company ~~of such breach~~.

IfItem ~~the~~5.03. ~~Company~~Amendments ~~terminates~~to ~~the~~Articles ~~Merger~~of ~~Agreement~~Incorporation ~~in connection with a Superior Proposal~~ or ~~the~~Bylaws; ~~Buyer terminates the Merger Agreement in connection with a Company Board Recommendation~~ Change~~, the~~ ~~Company shall pay to the Buyer a Termination Fee equal to $720,000~~ in ~~cash~~Fiscal Year.

~~-3-~~ The information in the Introductory Note and Item 2.01 is incorporated by reference herein.

~~The~~At ~~foregoing description of~~ the ~~Merger Agreement~~Effective isTime, ~~not complete and is qualified in its entirety by reference to~~ the ~~Merger~~Company ~~Agreement, which is attached as Exhibit~~amended ~~2.1 to this Current Report on Form 8-K (this “Report”)~~ and ~~incorporated~~restated ~~herein~~its bycertificate ~~reference.~~of ~~The~~incorporation ~~representations, warranties~~ and ~~covenants~~its ~~of the parties contained in the Merger Agreement have been made solely for the benefit of the parties thereto~~bylaws. InCopies ~~addition, such representations, warranties and covenants (i) have been made only for purposes~~ of the ~~Merger Agreement, (ii) have been qualified by confidential disclosures made by the~~ Company’s toamended ~~the~~and ~~Buyer~~restated incertificate connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of ~~the date of the Merger Agreement or such other date as is specified in the Merger~~ ~~Agreement~~incorporation and ~~(v)~~amended have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this Report only to provide investors with information regarding the terms of the Merger Agreement, and ~~not~~restated tobylaws ~~provide~~are ~~investors~~attached ~~with~~hereto ~~any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof,~~ as ~~characterizations~~Exhibit ~~of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates~~3.1 ~~Moreover, information concerning the subject matter of the representations~~ and ~~warranties~~Exhibit ~~may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~3. ~~Accordingly~~2, you should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about the Company and the Buyer that is or will be included in reportsrespectively, ~~statements~~ and ~~other~~are ~~filings that the Company will file with the Securities and Exchange Commission (the “SEC”) in connection~~incorporated ~~with~~herein ~~the~~by ~~Merger~~reference.

~~Voting~~Item ~~Agreement~~5.07. Submission of Matters to a Vote of Security Holders.

~~Pursuant~~On toMarch ~~the Merger Agreement~~30, ~~The Co-Investment Fund II~~2020, ~~L.P. and Independence Blue Cross entered into a voting agreement (~~the ~~“Voting~~Company ~~Agreement”)~~held ~~with~~ the ~~Buyer~~Special ~~and~~Meeting ~~Merger Sub. Pursuant~~ to ~~the~~adopt ~~Voting Agreement, The Co-Investment Fund II, L.P. and Independence Blue Cross agreed to vote their shares of~~ the ~~Company’s~~previously ~~(i)~~disclosed ~~Common Stock, (ii) Series A Preferred Stock, (iii) Series B Preferred Stock and (iv) Series C Preferred Stock, in each case, in favor of, among other things, the adoption of the~~ Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and against (i) any competing proposal or competing transaction, (ii) the adoption of any competing transaction agreement and (iii) any other action that would in any manner (A) prevent, impede, frustrate or nullify any provision of the Merger Agreement, (B) change the voting rights of any class of the Company’s capital stock or (C) otherwise interfere with or delay the transactions contemplated by the Merger Agreement. ~~Following~~Holders ~~the conversion by The Co-Investment Fund II, L.P. on January 30, 2020~~ of ~~900,000~~ shares of ~~its Series A Preferred Stock into 18,000,000 shares of Common Stock, The Co-Investment Fund II, L.P. and Independence Blue Cross collectively hold approximately 51.4% of~~ the ~~outstanding Common Stock, 94.5% of the outstanding Series A Preferred Stock, 81.5% of the Series B Preferred Stock and 80% of the Series C Preferred Stock. However, in the event of a~~ Company ~~Board Recommendation Change, The Co-Investment Fund II, L.P. and Independence Blue Cross are only required to vote shares representing not less than 33% of the Company~~’s ~~outstanding~~ Common Stock, ~~Series A Preferred Stock, Series B Preferred Stock~~ and~~/or~~ ~~Series C~~ Preferred Stock, as ~~applicable, and, in each case, in favor~~ of ~~the adoption~~February ~~of the Merger Agreement. In addition~~26, ~~The~~2020 ~~Co-Investment Fund II, L.P. and Independence Blue Cross have agreed not to~~ (~~i) subject to certain exceptions, transfer their shares of~~ the ~~Company’s~~“Record ~~Common Stock and/or preferred stock, as applicable, and (ii~~Date”) ~~solicit~~were ~~alternative~~entitled ~~transactions~~to orvote ~~enter~~at ~~into discussions concerning, or provide confidential information in connection with, any alternative transaction. The Voting Agreement will terminate upon~~ the ~~earlier~~Special ~~of the Effective Time or the termination of the Merger Agreement in accordance with its terms~~Meeting.

~~The~~Pursuant ~~foregoing~~to ~~description~~applicable oflaw and the ~~Voting~~terms ~~Agreement~~of ~~does~~the ~~not~~Merger ~~purport~~Agreement, tothe beapproval ~~complete~~of the Merger and isadoption ~~qualified~~of inthe ~~its~~Merger ~~entirety~~Agreement byrequired ~~reference~~the toaffirmative vote of the ~~form~~holders of (i) a majority of the ~~Voting~~outstanding ~~Agreement~~shares ~~which~~of Common Stock, (ii) a majority of the outstanding shares of Common Stock and Preferred isStock, ~~filed~~voting as ~~Exhibit~~a ~~99.1~~single class, with holders of Common Stock entitled to ~~this~~one ~~Form~~vote 8for 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-Kthirds of the outstanding shares of each class of Series A Preferred Stock, Series B Preferred Stock and ~~incorporated~~Series ~~herein~~C byPreferred ~~reference~~Stock, in each case, entitled to vote at the Special Meeting.

~~Cautionary~~According ~~Statement~~to ~~Regarding~~the ~~Forward-Looking~~report of the inspector ~~Statements~~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.

Certain statements in this Report about future events, expectations, plans or prospects for the Company, or about the Company’s future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of Section 21E of the Exchange Act. All statements other than statements of historical fact, including statements containing the words “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions, are forward-looking statements. Such statements include, but are not limited to, statements regarding the planned Merger and the anticipated timing thereof. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: (1) the conditions to the completion of the Merger, including the required approvals by the Company’s stockholders, may not be satisfied on the terms expected or on the anticipated schedule; (2) the parties’ ability to meet expectations regarding the timing and completion of the Merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (4) the effect of the announcement or pendency of the Merger on our business relationships, operating results, and business generally; (5) risks that the proposed Merger disrupts the Company’s current plans and operations; (6) risks related to diverting management’s attention from the Company’s ongoing business operations; (7) the outcome of any legal proceedings that may be instituted against the Company related to the Merger or the Merger Agreement; (8) the amount of the costs, fees, expenses and other charges related to the Merger; and (9) other factors discussed from time to time in our documents that we furnish or file with the SEC, including the factors discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on April 1, 2019 and subsequent SEC filings, which are available at www.sec.gov. The Company assumes no obligation to update the information in this Report, except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements.

~~-4-~~ The tally of the stockholder votes for the approval of the Merger and adoption of the Merger Agreement is as follows:

Additional Information and Where to Find It

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

InThe ~~connection~~tally ~~with~~of the ~~Merger,~~stockholders ~~the~~votes ~~Company~~for ~~plans to file with~~ the ~~SEC~~approval ~~and mail~~ to ~~its~~adjourn ~~stockholders a definitive proxy statement on Schedule 14A and other relevant materials. The proxy statement will contain important information about~~ the ~~Company~~Special Meeting, ~~the~~if ~~Buyer~~necessary ~~and~~or ~~the Merger Sub and certain of their affiliates~~appropriate, ~~the~~ ~~proposed~~to ~~Merger~~solicit ~~and~~additional ~~related~~proxies ~~matters.~~is ~~INVESTORS~~as ~~AND~~set ~~SECURITY~~forth ~~HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND ANY~~below; ~~OTHER~~however, ~~RELEVANT~~approval ~~MATERIALS~~to INadjourn ~~THEIR~~the ~~ENTIRETY~~Special ~~WHEN~~Meeting ~~THEY~~was ~~BECOME~~not ~~AVAILABLE~~needed ~~BECAUSE~~because ~~THEY~~there ~~WILL~~were ~~CONTAIN~~sufficient ~~IMPORTANT~~votes ~~INFORMATION. Investors and security holders will be able~~ to ~~obtain~~approve ~~free copies of~~ the ~~proxy~~proposal ~~statement and other relevant materials filed with the SEC~~to byapprove the ~~Company~~Merger ~~through~~and ~~the~~adopt ~~website maintained by~~ the ~~SEC~~Merger ~~at www~~Agreement.~~sec.gov or by directing a written request to the Company at 1510 Chester Pike, Suite 400, Eddystone, Pennsylvania 19022, Attention: Assistant Secretary, or by telephone at (484) 654-2200.~~

Participants in the Solicitation

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

The Company and its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests, by security holdings or otherwise, in the Merger of persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the Merger by reading the preliminary and definitive proxy statements when filed with the SEC and other relevant materials to be filed with the SEC in connection with the Merger when they become available. Information about the Company’s directors and executive officers is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on April 1, 2019 and in subsequent documents filed with the SEC. These documents will be available free of charge once available at the SEC’s website at www.sec.gov or by directing a request to the Company as provided above.

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.*
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).
99.1		Form of Voting Agreement
3.1		Second Amended and Restated Certificate of Incorporation 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.
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-5- 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.

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.

	INSPRO TECHNOLOGIES CORPORATION
Date: January 31, 2020	By:	/s/ Anthony R. Verdi
Date: April 1, 2020	By:	/s/ Bithindra Bhattacharya
	Name:	Anthony R. Verdi
		Name: Bithindra Bhattacharya
	Title:	Chief Executive Officer, Chief Financial Officer, Chief Operating Officer
		Title: Treasurer

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