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 19, 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)
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 7.01 Regulation FD Disclosure
On January 19, 2017, ITUS Corporation (the “Company”) issued a press release announcing its intention to conduct a subscription rights offering and certain important dates for the offering. The rights offering will be made pursuant to the Company’s effective registration statement on Form S-3 (Reg. No. 333-206782) on file with the U.S. Securities and Exchange Commission (the “SEC”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Neither this Current Report on Form 8-K nor such press release constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any proposed offering referenced herein will be made only by means of a prospectus.
In accordance with General Instruction B.2 of Form 8-K, the information contained in Exhibit 99.1 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. Item 9.01 Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
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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: January 19, 2017 | |||
| ITUS CORPORATION | |||
| By: | /s/ Robert A. Berman | ||
| Name: Robert A. Berman | |||
| Title: President and Chief Executive Officer | |||
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