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):  July 9, 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, 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)

                                   

 

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:

 

  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 3.01         Transfer of Listing.

 

On July 9, 2015, ITUS Corporation (the “Company”) announced that The NASDAQ Stock Market LLC has approved the listing of the Company’s common stock on The NASDAQ Capital Market. The Company’s common stock, which was traded on the OTCQB, is scheduled to begin trading on The NASDAQ Capital Market on July 10, 2015 under ticker symbol “ITUS.” A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

Item 9.01.       Financial Statements and Exhibits.

 

(d)        Exhibits

 

99.1          Press release, dated July 9, 2015.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report, including the exhibits included herein, may contain forward-looking statements. Statements that are not historical fact may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual 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, 2014 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: July 9, 2015
ITUS CORPORATION
By: /s/ Robert A. Berman
 Name: Robert A. Berman
 Title: President and Chief Executive Officer

 

3


 

EXHIBIT INDEX

 

 

Exhibit No.

Description

99.1

Press Release, dated July 9, 2015