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): ~~August~~ 12September 11, 2020

MAJESCO

(Exact Name of Registrant as Specified in its Charter)

California		001-37466		77-0309142
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (973) 461-5200

N/A

(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)

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:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.002 par value		MJCO		The Nasdaq Stock Market LLC

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 81.0102. ~~Other~~Termination ~~Events~~of Material Definitive Agreement.

On ~~August~~September 129, 2020, ~~the~~ ~~U.S.~~in ~~Federal~~connection ~~Trade~~with ~~Commission~~the Merger ~~granted~~(as ~~early~~defined ~~termination~~below), ofMajesco ~~the~~terminated ~~waiting~~its ~~period~~Receivables ~~under~~Purchase ~~the~~Agreement, ~~Hart-Scott-Rodino~~dated ~~Antitrust~~January ~~Improvements Act~~13, of2017, ~~1976~~as amended (“~~HSR~~Receivables Purchase ~~Act~~Agreement”), ~~with~~by ~~respect~~and toamong Majesco’s, ~~pending~~Majesco ~~acquisition~~Software by& ~~Thoma~~Solutions ~~Bravo~~Inc., ~~(the~~Cover-All Systems Inc. and HSBC Bank USA, N.A. (“~~Merger~~HSBC”)., pursuant to which HSBC could advance funds against Majesco’s receivables at an agreed advance ~~With~~rate. ~~early~~No ~~termination~~amounts ~~granted~~were outstanding under ~~the~~this ~~HSR~~facility ~~Act,~~as ~~the~~of ~~transaction~~is ~~has~~termination. ~~now~~The ~~received~~Receivables Purchase Agreement was terminated without penalty and all ~~applicable~~collateral ~~antitrust~~securing ~~regulatory~~repayment ~~approvals~~of amounts due under the Receivables Purchase Agreement was released.

~~Cautionary~~Item ~~Language~~5.07 ~~Concerning~~Submission ~~Forward-Looking Statements~~of Matters to a Vote of Security Holders.

~~This~~On September ~~report~~11, ~~contains~~2020, ~~forward-looking~~Majesco ~~statements within~~Limited ~~the~~delivered ~~meaning~~a ofwritten ~~the~~consent ~~“safe~~in ~~harbor”~~favor ~~provisions~~ of the ~~Private~~proposal ~~Securities~~set ~~Litigation~~forth ~~Reform~~below ~~Act.~~with ~~These~~respect ~~forward-looking statements~~to ~~are~~a ~~made~~majority of on the ~~basis~~outstanding shares of ~~the~~Majesco ~~current~~common ~~beliefs,~~stock. ~~expectations~~As ~~and~~a ~~assumptions~~result, ofMajesco ~~management,~~has ~~are~~received ~~not~~written ~~guarantees~~consents offrom ~~performance and~~the ~~are~~holders ~~subject~~of toa ~~significant~~majority of ~~risks~~the ~~and~~outstanding ~~uncertainty.~~shares ~~These~~of ~~forward-looking~~Majesco ~~statements~~common ~~should,~~stock ~~therefore,~~as beof ~~considered~~the inclose ~~light~~ of ~~various~~business ~~important~~on ~~factors~~August 13, ~~including~~2020, ~~those~~the ~~set~~record ~~forth~~date infor ~~Majesco’s~~the ~~reports~~determination ~~that~~of itthe ~~files~~shareholders ~~from~~entitled ~~time~~ to ~~time~~consent in connection with the ~~Securities and~~consent ~~Exchange Commission (“SEC”) and which you should review~~solicitation, ~~including those statements under “Item 1A – Risk Factors”~~ in ~~Majesco’s~~favor ~~Annual~~of ~~Report~~the onproposal ~~Form~~summarized ~~10-K~~below, aswhich ~~amended~~constitutes bythe ~~its~~requisite ~~Quarterly~~approval ~~Reports~~required for onsuch ~~Form 10-Q~~proposal.

~~Important~~The ~~factors~~proposal ~~that~~is ~~could~~more ~~cause~~fully ~~actual results to differ materially from those~~ described in ~~forward-looking~~Majesco’s definitive ~~statements~~consent ~~contained~~solicitation instatement ~~this~~that ~~report~~was ~~include,~~filed ~~but~~with ~~are~~the ~~not~~U.S. ~~limited~~Securities ~~to: the~~and ~~incurrence~~Exchange ofCommission ~~unexpected~~on ~~costs~~August 24, ~~liabilities~~2020 orand mailed ~~delays relating~~ to ~~the~~shareholders ~~Merger;~~entitled ~~the failure~~ to ~~satisfy~~consent ~~the conditions~~ to the ~~Merger,~~ ~~including~~merger ~~regulatory~~between ~~approvals;~~Majesco and Magic Merger ~~the~~Sub, ~~failure~~Inc. to(“Merger ~~obtain~~Sub”) ~~the~~on ~~requisite~~or ~~approval~~about ofAugust ~~the~~25, ~~Merger by the shareholders of Majesco Limited~~2020.

~~These~~The ~~forward-looking statements should not~~completion ~~be relied upon as predictions~~ of ~~future events and Majesco cannot assure you that~~ the ~~events~~proposed ormerger ~~circumstances~~between ~~discussed~~Majesco orand Merger ~~reflected~~Sub remains insubject ~~these statements will be achieved or will occur. If such forward-looking statements prove~~ to ~~be inaccurate,~~ the ~~inaccuracy~~satisfaction ~~may be material. You should not regard these statements as a representation~~ or ~~warranty~~waiver byof ~~Majesco or any~~ other ~~person~~customary ~~that~~closing ~~we will achieve our objectives and plans in any specified timeframe, or at all~~conditions. ~~You~~The ~~are~~proposed ~~cautioned~~merger ~~not~~is anticipated to ~~place~~close ~~undue reliance~~ on ~~these~~September ~~forward-looking statements~~21, ~~which speak only as of the date of this report~~2020. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

~~Important~~As ~~Additional~~of ~~Information~~September 11, 2020, Majesco has received the following responses to the solicitation for consent:

In connection with the proposed Merger, Majesco will file a consent solicitation statement and other relevant documents concerning the proposed Merger with the SEC. The consent solicitation statement and other materials filed with the SEC will contain important information regarding the Merger, including, among other things, the recommendation of Majesco's board of directors with respect to the Merger. SHAREHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation statement, as well as other filings containing information about Majesco, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the consent solicitation statement and other filings made by Majesco with the SEC can also be obtained, free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate Secretary.

	Consent	Do Not Consent	Abstain
The approval of the Amended and Restated Agreement and Plan of Merger dated August 8, 2020, by and among Majesco, Magic Intermediate, LLC and Merger Sub, as the same may be amended or supplemented from time to time (the “Merger Agreement”), and the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Majesco (the “Merger”).	33,279,000	3,931	183

~~Participants~~Cautionary inLanguage ~~the~~Concerning ~~Solicitation:~~Forward-Looking Statements

~~Majesco~~This ~~and~~report ~~its~~contains ~~executive~~forward-looking ~~officers and directors~~statements ~~may~~within ~~be deemed, under SEC rules, to be participants in~~ the ~~solicitation~~meaning of ~~consents from Majesco’s shareholders with respect to~~ the ~~proposed~~“safe ~~Merger.~~harbor” ~~Information~~provisions ~~regarding~~of the ~~executive~~Private ~~officers~~Securities ~~and~~Litigation ~~directors~~Reform ofAct. ~~Majesco~~These ~~and their respective ownership of~~forward-looking ~~Majesco~~statements ~~common~~are ~~stock~~made ison ~~included in~~ the ~~Proxy~~basis ~~Statement for Majesco’s 2020 Annual Meeting~~ of ~~Stockholders (~~the ~~“2020 Proxy~~current ~~Statement”)~~beliefs, ~~filed~~expectations ~~with~~and ~~the~~assumptions ~~SEC~~of ~~on July 29~~management, ~~2020.~~are Tonot ~~the~~guarantees ~~extent that holdings~~ of ~~Majesco’s~~performance and ~~securities~~are ~~have~~subject ~~changed since~~to ~~the~~significant ~~amounts~~risks ~~printed~~and inuncertainty. ~~the~~These ~~2020~~forward-looking ~~Proxy~~statements ~~Statement~~should, ~~such~~therefore, ~~changes~~be ~~have~~considered ~~been~~in orlight of ~~will~~various beimportant ~~reflected~~factors, onincluding ~~Statements~~those ofset ~~Change~~forth in ~~Ownership on~~Majesco’s ~~Form~~reports 4that ~~filed~~it ~~with~~files ~~the~~from ~~SEC.~~time ~~More~~to ~~detailed~~time ~~information~~with ~~regarding~~ the ~~identity~~Securities and ofExchange ~~the~~Commission ~~potential~~(“SEC”) ~~participants,~~ and ~~their~~which ~~direct or~~you ~~indirect~~should ~~interests~~review, byincluding ~~security~~those ~~holdings~~statements orunder ~~otherwise,~~“Item ~~will~~1A be– Risk ~~set~~Factors” ~~forth~~ in ~~the~~Majesco’s ~~consent~~Annual ~~solicitation~~Report ~~statement~~on ~~and~~Form ~~other~~10-K, ~~materials to~~as beamended ~~filed~~by ~~with~~its ~~SEC~~Quarterly inReports ~~connection~~on ~~with~~Form ~~the proposed Merger~~10-Q.

1Important factors that could cause actual results to differ materially from those described in forward-looking statements contained in this report include, but are not limited to: the incurrence of unexpected costs, liabilities or delays relating to the Merger; and the failure to satisfy the conditions to the Merger.

These forward-looking statements should not ~~Signatures~~be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that Majesco will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

~~Pursuant to the requirements~~ ~~of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Signatures

	MAJESCO
Date: August 13, 2020	By:	/s/ Adam Elster
		Adam Elster, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAJESCO

Date: September 11, 2020	By:	/s/ Adam Elster
		Adam Elster, Chief Executive Officer

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