UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2017
ITUS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-11254 | 11-2622630 |
| (State or other jurisdiction | (Commission | (IRS Employer Identification No.) |
| 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA | 90025 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 484-5200
(Former name or former address, if changed since last report)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Items.
On April 10, 2017, the Securities and Exchange Commission declared effective ITUS Corporation’s (the “Company”) Registration Statement on Form S-3 (No. 333-217060) for the resale by certain security holders of the Company, including Meetrix Communications, Inc. (“Meetrix”), of up to 1,487,606 shares of common stock (including 500,000 shares of common stock issuable upon exercise of certain outstanding warrants). Of the 1,487,606 shares registered for resale, 947,606 shares were issued to Meetrix in payment of an obligation of the Company equal to approximately $4.8 million. With the completion of the payment of this obligation, and taking into account the proceeds received by the Company in its recently completed rights offering, the Company believes that, as of the date of this Current Report, the Company has shareholders’ equity of approximately $3.6 million.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contain forward-looking statements. Statements that are not historical fact may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical facts, but rather reflect the Company's current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements (including those concerning our level of shareholders’ equity), involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual or reported results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in “Item 1A – Risk Factors” and other sections of our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
2
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.
Dated: April 12, 2017
| ITUS CORPORATION | ||
| By: | /s/ Robert A. Berman | |
| Name: Robert A. Berman | ||
| Title: President and Chief Executive Officer | ||
3