- What is a reverse stock split?
A reverse stock split is a corporate action, approved by shareholders and authorized by the Board of Directors, to reduce the number of the Company's issued and outstanding shares.
- Why did ITUS Corporation implement a reverse stock split?
The number of authorized and outstanding shares of ITUS common stock was excessively large, and a concern to both existing and potential new investors.
- Will the reverse stock split decrease the overall value of our ITUS holdings?
Because the number of ITUS shares is reduced in an inverse proportion to our split-adjusted stock price, the overall valuation of ITUS, and therefore the value of your individual ITUS holdings, will not change as a direct result of the reverse stock split.
- How many shares will I receive in ITUS Corporation’s reverse stock split?
Each stockholder as of the effective date, June 26, 2015, will receive one new share in exchange for every 25 old shares of ITUS stock. For example, if a stockholder held 250 shares before the reverse split, he/she will hold 10 shares after the 1-for-25 reverse split.
- What do I need to do?
If your shares are held through a broker, bank or similar institution, we recommend that you contact them to exchange your electronic shares for a physical stock certificate. If your brokerage is unwilling to provide you with a stock certificate, please contact us immediately and we will contact your broker on your behalf. Please contact Dean Krouch, ITUS’s Director of Operations, at (310) 484-5184 or DKrouch@ITUScorp.com.
If your shares are held by our transfer agent, you will receive a Letter of Transmittal from our transfer agent, American Stock Transfer, with instructions for exchanging your shares. If you do not receive your Letter of Transmittal within six to eight weeks, you may directly contact American Stock Transfer at (877) 248-6417 or firstname.lastname@example.org, or contact Dean Krouch, ITUS’s Director of Operations, at (310) 484-5184 or DKrouch@ITUScorp.com, and we will contact American Stock Transfer on your behalf.
- What if my shares are held in a margin account?
If your shares are held in a margin account, it is especially important that you request a physical stock certificate. Shares in margin accounts can often be loaned by brokers without the shareholder’s knowledge. There may have been instances where your shares have been improperly loaned out by brokers. By requesting a physical certificate, you can help safeguard your shares and assist the company in tracking such potentially illegal lending activity.
If your brokerage is unwilling to provide you with a stock certificate, please contact us immediately and we will contact your broker on your behalf. You may contact Dean Krouch, ITUS’s Director of Operations, at (310) 484-5184 or DKrouch@ITUScorp.com.
- I received a Letter of Transmittal from American Stock Transfer. What do I do with it?
If any of your shares are in physical certificate form, you and/or your broker will be required to complete and return the Letter of Transmittal to American Stock Transfer along with all of your physical certificate(s) of old ITUS stock in order to receive the post-split shares to which you are entitled. If you don’t currently have possession of your physical certificate(s), we recommend you contact your broker. If your brokerage is unwilling to provide you with your original stock certificates, please contact us immediately and we will contact your broker on your behalf.
If your shares are held in book-entry form, you will only need to return the Letter of Transmittal. No other documentation is required.
Once you’ve returned the Letter of Transmittal and your physical certificates to American Stock Transfer, your post-split shares will be issued to you in the form of a physical stock certificate. After you receive your new certificate, if you decide at any time you would like to exchange it for a book-entry form, please contact American Stock Transfer for instructions at (877) 248-6417 or email@example.com. You may also contact Dean Krouch, ITUS’s Director of Operations, at (310) 484-5184 or DKrouch@ITUScorp.com, and we will contact American Stock Transfer on your behalf.
- Help! I can’t locate my stock certificates for old ITUS common stock?
If you determine that some or all of your stock certificates have been lost, stolen or destroyed, follow the instructions provided in the Letter of Transmittal that you will receive in the mail from our transfer agent, American Stock Transfer.
- What is a fractional share?
A fractional share is a share of stock that is less than one whole share. For example, if a stockholder held 255 shares before the reverse split, he/she will hold exactly 10.2 shares after the reverse split: 10 whole shares plus one-fifth of a share. Shareholders who would otherwise hold a fractional share after the reverse split will have their position rounded up to the nearest whole share. In this example, the shareholder’s total number of post-split shares would increase from 10 to 11 shares.
- What effect will the reverse stock split have on the total authorized shares of ITUS Common Stock?
The total authorized number of shares of ITUS Common Stock will be reduced at the reverse split rate of 1-for-25, decreasing from 600,000,000 shares to 24,000,000 shares.
- How many shares of ITUS common stock will be outstanding after the reverse split?
Before the reverse split, ITUS had approximately 219 million shares of outstanding common stock. After the 1-for-25 reverse split, there will be approximately 8.76 million shares of ITUS common stock outstanding.
- How does the reverse stock split affect trading of ITUS’s shares?
Effective June 26, 2015, ITUS shares will trade under the ticker symbol “ITUSD” for at least five business days, and with a new CUSIP number, which is 45069V203.
- How will stock options and warrants be impacted by the reverse split?
ITUS will automatically reduce the number of stock options and warrants in proportion to the 1-for-25 reverse split ratio, and increase the exercise price or conversion ratio by the same proportion. No action is required on the part of warrant and option holders.
- Who can I contact if I have additional questions?
If your shares are held through a broker, bank or similar institution, you should contact them with any questions.
If your shares are held by our transfer agent, American Stock Transfer, you may contact them at (877) 248-6417 or firstname.lastname@example.org
You may also contact Dean Krouch, ITUS’s Director of Operations, at (310) 484-5184 or DKrouch@ITUScorp.com.
Forward-Looking Statements: Statements that are not historical fact may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect ITUS Corporation's current expectations concerning future events and results. We generally use the words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in "Item 1A - Risk Factors" and other sections of our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this press release.
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