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

Year

At meetings of the board of directors (the "Board") of CCUR Holdings, Inc. (the "Company") on December 21, 2020 and February 6, 2021, the Board approved an amendment to the Company's certificate of incorporation to effect a 1-for-3,000 reverse stock split of the Company's common stock (the "Reverse Stock Split") whereby:

• The Company's stockholders who held less than 3,000 shares of existing common


   stock on the effective date of the Reverse Stock Split would receive cash in
   the amount of $2.86 per share of existing pre-reverse split common stock; and

• The Company's stockholders who held more than 3,000 shares of existing common

stock on the effective date of the Reverse Stock Split would receive:

o one share of new common stock for each 3,000 shares of existing common stock

held on the effective date of the Reverse Stock Split; and

o cash in lieu of any fractional share of new common stock that such holder would

otherwise be entitled to receive on the basis of $2.86 per share of existing

common stock.

Also on December 21, 2020, the holders of a majority of the Company's outstanding shares of common stock executed a written consent approving such amendment. On March 26, 2021, the Company filed a definitive information statement on Schedule 14C describing, among other matters, the Reverse Stock Split and its consequences, and the Company mailed a copy of such definitive information statement to its shareholders on or about April 2, 2021.

On April 16, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effectuate the Reverse Stock Split, and such amendment was effective as of 12:01 a.m. on April 22, 2021.

As a result of the Reverse Stock Split, the number of holders of the Company's common stock was reduced to fewer than three hundred. On the date hereof, the Company is filing a Form 15 with the United States Securities and Exchange Commission (the "SEC") to terminate the registration of the Company's common stock and to cease reporting as a public company. As a result of filing the Form 15, the Company expects that it will no longer be required to file periodic reports with the SEC or be subject to the reporting or other obligations under the Securities Exchange Act of 1934, as amended. The deregistration of the Company's common stock will have the effect of terminating the quotation of its common stock on the OTCQB market maintained by the OTC Markets Group, Inc.

Item 9.01 Financial Statements and Exhibits.





(d)   Exhibit
      Number                               Description.
        3.1     Certificate of Amendment to the Restated Certificate of
                Incorporation filed April 16, 2021.

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