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):  January 30, 2015


ITUS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware

000-11254

11-2622630

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)



12100 Wilshire Boulevard

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)

   


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))





Item 5.02

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


Option Re-Pricing

On February 5, 2015, management of ITUS Corporation (the “Company”) acted to re-price certain issued and outstanding stock options for all of the officers, directors and employees of the Company (the “Re-Priced Options”) pursuant to the authority granted to management by the Board of Directors of the Company. The new exercise price of the Re-Priced Options is $ 0.1030, the closing sales price of the Company’s common stock on February 5, 2015.


All other terms of the previously granted Re-Priced Options remain the same, including without limitation, the number of shares underlying the options granted, the vesting periods of the options, and the expiration dates of the options.

The following stock option grants and related stock option agreements issued to the Company’s executive officers and directors are affected by the re-pricing:

  

Name of Officer/Director

Number of

Shares

Lewis H. Titterton

6,010,000

Robert A. Berman

17,000,000

Dr. Amit Kumar

17,000,000

Bruce F. Johnson

1,020,000

Dr. Andrea Belz

450,000

Dale Fox

450,000

Henry P. Herms

1,425,000

 


Departure of Officer


As of January 30, 2015, Tisha Stender, who was the Chief Operating and Legal Officer of the Company, is no longer employed by the Company.  








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: February 5, 2015


ITUS CORPORATION


By:/s/ Robert A. Berman

       Name: Robert A. Berman

       Title: President and Chief Executive Officer