ITERIS,INC. (NASDAQ:ITI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

ITERIS,INC. (NASDAQ:ITI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

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(c) On November21, 2017,Iteris,Inc. (the “Company”) received a Letter of Reprimand (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) relating to a period of noncompliance by the Company with Nasdaq Listing Rule5606(c)(2)(A)(the “Rule”), which requires the Company to have an Audit Committee comprised of at least three independent directors, each of whom must not have participated in the preparation of the financial statements of the Company at any time during the past three years. The Letter noted that while serving as the Company’s interim Chief Executive Officer from February2015 through September2015, Dr.Kevin C. Daly signed the certifications to the financial statements in the Company’s public reports during that period. As such, Dr.Daly was deemed to have participated in the preparation of the Company’s financial statements and therefore not independent. On October31, 2017, the Board of Directors (the “Board”) of the Company approved a change to the composition of the Audit Committee of the Board by replacing Dr.Daly with Scott E. Deeter, an existing independent director of the Company.

In determining to issue the Letter and close this matter, the Nasdaq Staff concluded that (i)the Company has not demonstrated a pattern of non-compliance; (ii)once the compliance issue was brought to the Company’s attention, it was cured in a prompt and effective matter, and (iii)the Staff believes that the Company inadvertently violated the Rule.


About ITERIS,INC. (NASDAQ:ITI)

Iteris, Inc. is a provider of information solutions for both the traffic management and global agribusiness markets. The Company operates through three segments: Roadway Sensors, Transportation Systems and Performance Analytics. The Roadway Sensors segment provides various vehicle detection and information systems and products for traffic intersection control, incident detection and roadway traffic data collection applications. The Transportation Systems segment includes transportation engineering and consulting services, and the development of transportation management and traveler information systems for the Intelligent Transportation Systems (ITS) industry. The Performance Analytics segment includes iPeMS, its specialized transportation performance measurement and traffic analytics solutions, as well as ClearPath Weather, its road-maintenance applications, and ClearAg, its precision agriculture solutions.

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