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

Item 1.01 Entry into a Material Agreement.

On March 3, 2017, ITUS Corporation (the Company) commenced a
rights offering to its stockholders (Rights Offering). to the
Rights Offering, the Company has distributed, at no charge to
holders of record of the Companys common stock and certain
warrants as of March 1, 2017 (the Record Date), non-transferable
subscription rights to purchase up to an aggregate of $12,000,000
worth of shares of common stock, at a purchase price equal to the
lesser of (i) $3.24 (in which case 3,703,703 shares may be sold)
and (ii) a 15% discount to the volume weighted average price for
our common stock for the five trading day period through and
including Friday, March 24, 2017, all as set forth in a
prospectus supplement filed on March 6, 2017 with the Securities
and Exchange Commission (the Prospectus Supplement). Each
stockholder of record on the Record Date received one right for
each one share of common stock held by the stockholder (or in the
case of certain warrant holders, one right for each share that
their warrant is exercisable for). Each right entitles the holder
to purchase one share of our common stock, subject to proration.
In connection with the Rights Offering, the Company entered into
a Dealer Manager Agreement (the Agreement) with Advisory Group
Equity Services, Ltd. doing business as RHK Capital (RHK).

Dealer Manager Services

to the Agreement, the Company engaged RHK as the exclusive
dealer-manager in connection with the Rights Offering. Under the
terms and subject to the conditions contained in the Agreement,
RHK will provide marketing assistance and advice in connection
with Rights Offering, respond to requests for information and
materials relating to the Rights Offering in coordination with
the information agent and, in accordance with customary practice,
solicit the exercise of the subscription rights and subscriptions
for the Rights Offering and enter into selected dealer agreements
with other registered broker-dealers in connection with the
Rights Offering. As compensation for its dealer manager services,
the Company will pay to RHK a cash fee of 6.0% of the proceeds of
the Rights Offering, plus a 1.8% non-accountable expense fee and
an out-of-pocket accountable expense allowance of 0.2% of the
proceeds of the Rights Offering.

The sale by the Company of the shares in the Rights Offering and
the Agreement in general is subject to customary closing
conditions, including the absence of any material adverse effect
on the business, general affairs, management, financial position,
stockholders equity or results of operations of the Company.

to the Agreement, the Company has also agreed to indemnify RHK
and its affiliates against certain liabilities arising under the
Securities Act of 1933, as amended. RHK will not underwrite and
is not otherwise obligated to purchase any of the securities to
be issued in the Rights Offering and does not make any
recommendation with respect to such securities.

If all of the shares are sold, the Company expects the net
proceeds from the offering to be approximately $11 million, after
deducting dealer manager commissions, fees and estimated offering
expenses.

A copy of the Agreement is attached as Exhibit 10.1 hereto and
incorporated herein by reference. The foregoing description of
the Agreement is not complete and is qualified in its entirety by
reference to Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

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 3.55 with 19,067 shares trading hands.