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

Entry into a Material Definitive Agreement.

On November 17, 2017, ITUS Corporation (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Agreement”) with B. Riley FBR, Inc. (the “Agent”) to create an at-the-market equity program under which it may sell up to 3,000,000 shares of the Company’s common stock (the “Shares”) from time to time through the Agent, as sales agent (the “ATM Offering”). Under the Agreement, the Agent will be entitled to a commission at a fixed commission rate of 5% 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 to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-220963) that was declared effective on October 26, 2017. On November 17, 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 Report. Also, attached as Exhibit 5.1 to this 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 November 17, 2017

23.1

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

ITUS Corp Exhibit
EX-5.1 2 exhibit5_1.htm EXHIBIT 5.1 EXHIBIT 5.1 Exhibit 5.1   1345 AVENUE OF THE AMERICAS,…
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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.