ITUS CORPORATION (NASDAQ:ITUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2017, ITUS Corporation (“we,” “us,” “our,” or the “Company”) closed its recently announced public offering of common stock for gross proceeds of approximately $3.6 million.  The offering was a shelf takedown off of our registration statement on Form S-3 (File No. 333-206782) and was conducted to a placement agency agreement (the “Agreement”) between us and Dawson James Securities, Inc., the sole placement agent on a best-efforts basis with respect to the offering (the “Placement Agent”), that was entered into on May 11, 2017. We sold 3,425,376 shares of common stock in the offering at a purchase price of $1.05 per share. The material terms of the offering are described in a prospectus supplement which was filed by us with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended, on May 15, 2017.  The Agreement contains customary representations, warranties and agreements of us and the Placement Agent. We also agreed in the Agreement to indemnify the Placement Agent against certain liabilities.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

A copy of the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the securities offered by us is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.             Description

5.1       Opinion of Ellenoff Grossman & Schole LLP

10.1     Placement Agency Agreement, dated May 11, 2017, between ITUS Corporation and Dawson James Securities, Inc.

23.1     Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)

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About ITUS CORPORATION (NASDAQ:ITUS)

ITUS Corporation is engaged in developing a diagnostic platform called Cchek, for the early detection of tumor-based cancers. The Cchek cancer detection platform measures a patient’s immune response to a malignancy by detecting the presence, absence and quantity of certain immune cells that exist in and around a tumor and that enter the blood stream. Instead of seeking to alter or boost the body’s immune system and its ability to destroy cancer cells, the Company has developed techniques and protocols for measuring the subtle immunological changes that occur in the blood stream during tumor development. Through its protocols, the Company has detected the biomarkers in the peripheral blood of biopsy verified cancer patients, and in distinguishing the blood of healthy patients from the blood of cancer patients.

ITUS CORPORATION (NASDAQ:ITUS) Recent Trading Information

ITUS CORPORATION (NASDAQ:ITUS) closed its last trading session 00.00 at 1.10 with 222,479 shares trading hands.