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): September 29, 2017 (September 28, 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.) |
| 3150 Almaden Expressway, Suite 250 San Jose, CA | 95118 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 708-9808
(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))
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
Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2017, ITUS Corporation (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Agreement”) with FBR Capital Markets & Co. (the “Agent” or “FBR”) to create an at-the-market equity program under which it may sell up to $3,669,043 worth of its common stock (the “Shares”) from time to time through FBR, as sales agent (the “ATM Offering”). Under the Agreement, the Agent will be entitled to a commission at a fixed commission rate of 4% of the gross proceeds from each sale of Shares under the Agreement.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3, as amended (File No. 333-206782) that was declared effective on September 18, 2015. On September 29, 2017, the Company filed a Prospectus Supplement relating to the ATM Offering with the Securities and Exchange Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreement is filed as Exhibit 10.1 to this Current Report. Also, attached as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the shares. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
5.1 Opinion of Ellenoff Grossman & Schole LLP
10.1 At Market Issuance Sales Agreement, dated September 28, 2017
23.1 Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
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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:September 29, 2017
| ITUS CORPORATION | ||
| By: | /s/ Amit Kumar | |
| Name: Dr. Amit Kumar | ||
| Title: President and Chief Executive Officer | ||
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