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):  August 18, 2017

 

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.)

 

 

3150 Almaden Expressway, Suite 250

San Jose, CA

95118

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:  (310) 484-5200

                                                                                     

12100 Wilshire Boulevard, Suite 1275

Los Angeles, CA

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 

 

1


 

Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

            On August 18, 2017, ITUS Corporation (the “Company”) received a staff deficiency notice from The Nasdaq Stock Market informing the Company that its common stock, par value $0.01 per share, failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq’s letter advised the Company that, based upon the closing bid price during the period from July 6, 2017 to August 17, 2017, the Company no longer meets this test.

 

            Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.  Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until February 14, 2018, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to February 14, 2018.

 

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: August 24, 2017

 

ITUS CORPORATION

 

By:/s/ Amit Kumar                              

       Name: Dr. Amit Kumar

       Title: President and Chief Executive Officer

 

3