In the election of directors, the five persons receiving the highest number of affirmative votes at the Meeting will be elected. Abstentions are considered present for purposes of establishing a quorum but will have no effect on the election of directors.

The affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote is required to ratify the Auditor as our independent registered public accounting firm for the year ending October 31, 2015.2016. Abstentions are considered present for purposes of establishing a quorum but will have no effect on the election of directors or the ratification of the appointment of the Auditor. Brokers may use their discretion to vote shares held by them of record for this proposal if they have not been provided with voting instructions from the beneficial owner of the shares of Common Stock.

Voting

You canThe affirmative vote your sharesof a majority of the votes cast at the Meeting by proxy or in person.the holders of common stock is required for approval, on a non-binding basis, of the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on this proposal.

Voting

There are four ways to vote:

    1.     Via the Internet. Use the internet to vote by going to the internet address listed on your proxy card or Internet Availability Notice; have your proxy card or Internet Availability Notice in hand as you will be prompted to enter your control number and to create and submit an electronic vote. If you vote in this manner, your “proxy,” whose name is listed on the proxy card and Internet Availability Notice, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card or submit an electronic vote but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board. If you are not a record holder, you may vote by proxy via the Internet by following the instructions provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

    2.     Via Telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided in the Internet Availability Notice.

    3.      In person. If you are a stockholder of record, you may vote in person at the Meeting. The Company will give you a ballot when you arrive. If you are a beneficial owner of shares of Common Stock held in street name and you wish to vote in person at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

    4.      By mail. You canmay vote by mail. If you request printed copies of the proxy materials by mail and are a record holder, you may vote by proxy by having one or more individuals who will be atfilling out the Meeting vote your shares for you. These individuals are called “proxies”proxy card and using them to cast your ballot atsending it back in the Meeting is called voting “by proxy.”

envelope provided. If you wish torequest printed copies of the proxy materials by mail and are a beneficial holder you may vote by proxy you must do one ofby filling out the following:vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

If you do one of the above, you will designate the President and Chief Executive Officer of the Company and the corporate Secretary of the Company to act as your proxies at the Meeting. One of them will then vote your shares at the Meeting in accordance with the instructions you have given them via the internet or on the proxy card with respect to the proposals presented in this Proxy Statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Meeting.

Alternatively, you can vote your shares in person by attending the Meeting. You will be given a ballot at the meeting.

While we know of no other matters to be acted upon at this year’syear’s Meeting, it is possible that other matters may be presented at the Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with his best judgment.

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A special note for those who plan to attend the Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the Record Date.record date. In addition, you will not be able to vote at the Meeting unless you obtain a legal proxy from the record holder of your shares.

Expenses

Expenses

The expense of preparing, printing and mailing this Proxy Statement, exhibits and the proxies solicited hereby will be borne by the Company. In addition to the use of the mails, proxies may be solicited by officers, directors and regular employees of the Company, without additional remuneration, by personal interviews, telephone, email or facsimile transmission. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock held of record and will provide reimbursements for the cost of forwarding the material in accordance with customary charges.

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Revocability of Proxies

Proxies given by stockholders of record for use at the Meeting may be revoked at any time prior to the exercise of the powers conferred. In addition to revocation in any other manner permitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument in writing, executed by the stockholder or his attorney authorized in writing or, if the stockholder is a corporation, under its corporate seal, by an officer or attorney thereof duly authorized, and deposited either at the corporate headquarters of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the proxy is to be used, or with the chairman of such Meeting on the day of the Meeting or adjournments thereof, and upon either of such deposits the proxy is revoked.

No Right of Appraisal

None of Delaware law, our Certificate of Incorporation, as amended, or our Bylaws, as amended, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Who Can Answer Your Questions About Voting Your Shares

You can contact our corporate Secretary, Dean Krouch,, at (310) 484-5200 or by sending a letter to Mr. Krouch at offices of the Company at 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 90025 with any questions about proposals described in this Proxy Statement or how to execute your vote.

Principal Offices

The principal executive offices of the Company are located at 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 90025.90025. The Company’sCompany’s telephone number at such address is (310) 484-5200.

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ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE MEETING. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEESNOMINEES AND “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2015.EACH OF THE OTHER PROPOSALS.

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Mr. Berman has served as our President and Chief Executive Officer since September 19, 2012 and was elected to our Board on November 30, 2012. Mr. Berman has experience in a broad variety of areas including finance, acquisitions, marketing, and the development, licensing, and monetization of intellectual property.  He was recently the CEO of IP Dispute Resolution Corporation (“IPDR”(“IPDR”), a consulting company focused on technology licensing and product development, from March 2007 to September 2012. Prior to IPDR, Mr. Berman was the Chief Operating Officer and General Counsel of  Acacia Research Corporation from 2000 to March 2007.  Mr. Berman holds a J.D. from the Northwestern University School of Law and a B.S. in Entrepreneurial Management from the Wharton School of the University of Pennsylvania.  Mr. Berman has experience in both investing in and starting new ventures and new technologies, inareas including finance, acquisitions, operations, and marketing, and has served as an officer of another publicly traded company.

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Dr. Kumar has served on our Board since November 30, 2012 and has been a strategic advisor to the Company since September 19, 2012.  On June 15, 2015, Dr. Kumar was appointed Vice Chairman of the Company and Executive Chairman and Chief Executive Officer of Anixa Diagnostics Corporation, a wholly-owned subsidiary of the Company.Company (“Anixa”). Upon his appointment as Executive Chairman of Anixa,, Dr. Kumar resigned from his position as the CEO of Geo Fossil Fuels LLC, an energy company, which he had held since December 2010.  From September 2001 to June 2010, Dr. Kumar was President and CEO of CombiMatrix Corporation, a NASDAQ listed biotechnology company and also served as director from September 2000 to June 2012.  Dr. Kumar was Vice President of Life Sciences of Acacia Research Corp.,Corporation, a publicly traded investment company, from July 2000 to August 2007 and also served as a director from January 2003 to August 2007.   Dr. Kumar has served as Chairman of the board of directors of Ascent Solar Technologies, Inc., a publicly-held solar energy company, since June 2007, and as a director of Aeolus Pharmaceuticals, Inc. since June 2004.  Dr. Kumar holds an A.B. in Chemistry from Occidental College and Ph.D. from Caltech and completed his post-doctoral training at Harvard University.

Mr. Johnson Dr. Kumar has served on our Board since August 29, 2012.  Mr. Johnsonexperience in technology driven startups, both at the board and operating levels, in a  broad variety of areas including finance, acquisitions, R&D, and marketing, and has been a commodity trader on the Chicago Mercantile Exchange for over 40 years. He served as a memberdirector and officer of the board of directors of CME Group Inc. from 1998 to May 2015. He had previously served as President, Director and part-owner of Packers Trading Company, a former futures commissions merchant/clearing firm at the CME from 1969 to 2003. He also serves on the board of directors of the Chicago Crime Commission. Mr. Johnson holds a B.S. in Marketing from Bradley University and a J.D. from John Marshall Law School.another publicly traded company.

Mr. Fox is an entrepreneur and innovator who has launched many companies. He is currently the CEO of Tribogenics, a start-up company he co-founded in 2010 that develops portable, powerful X-ray devices based, in part, upon a technology conceived and licensed from the University of California, Los Angeles.  Mr. Fox has raised numerous rounds of capital for many types of companies, including venture capital, strategic investments, and other financings.  Mr. Fox has built executive and advisory teams. He received a Bachelor of Business Administration degree from Southern Methodist University’sUniversity’s Cox School of Business. Since 2009, Mr. Fox has taught at the Founders Institute where he teaches classes on start-ups and continues to mentor young entrepreneurs.  Mr. Fox is an experienced startup entrepreneur and inventor who has successfully launched a number of companies.  As a result, Mr. Fox has gained experience in a broad variety of other areas including finance, research and development and marketing.

Dr. Monahan is an experienced executive and has served on a number of biotechnology company boards over the years. He is currently a Scientific Advisory Consultant for Synthetic Biologics, Inc. (NYSE MKT: SYN) and from 2010 through 2015 he was the Sr. Executive Vice President of Research & Development at Synthetic Biologics, Inc. He is also a director of Heat Biologics, Inc. (Nasdaq: HTBX), a position that he has held since 2011, and was a director of Tacere Therapeutics, Inc., a wholly-owned subsidiary of Benitec Biopharma Limited (Nasdaq: BNTC) from 2006 to 2015. In addition to his work with public companies, Dr. Monahan is also currently a member of the Scientific Advisory Board of AgilisBiotherapeutics, Inc., a position that he has held since 2014, and is a board member of several other biotechnology companies. In addition, in 1992 he founded Avigen, Inc., a biotech company that pioneered the development of gene medicines based on adeno-associated virus vectors, now an industry standard. Over a 12-year period as its CEO, Dr. Monahan took Avigen public through an initial public offering raising over $235M and led the company through several Investigational New Drug (IND) applications. Prior to Avigen, Dr. Monahan served as Vice President - Research and Development at Somatix B.V., and Director of Molecular & Cell Biology at Triton Biosciences, Inc. He was also previously Research Group Chief, Department of Molecular Genetics at Hoffmann-LaRoche Inc., and Adjunct Assistant Professor, Department of Cell Biology at New York University. Dr. Monahan earned a Ph.D. in Biochemistry from McMaster University, Hamilton, Canada, and a B.S. in Science from University College, Dublin, Ireland. Dr. Monahan has over 50 publications in scientific literature and has made hundreds of presentations and public TV appearances, to scientific groups, investors and the general public over the years.

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Dr. Baskies, Vice Chairman of the National Board of Directors of the American Cancer Society, is a board certified general surgon and fellowship trained surgical oncologist with special interests in breast cancer, thyroid cancer, and melanoma. Dr. Baskies has been a member of Virtua Surgical Specialists, a multi-specialty practice since 2011. In addition to his pioneering efforts to promote the latest surgical and nonsurgical techniques, including minimally invasive surgery (and advanced radioguided techniques) for diseases of the breast, thyroid, and parathyroid glands, he has cared for thousands of surgical patients in his 30-year career. Dr. Baskies received his Bachelor of Arts degree summa cum laude and was a member of Phi Beta Kappa at Boston University, graduated from the Boston University School of Medicine, completed his surgical residency at Boston Medical Center, and had fellowship training in surgical oncology at the National Cancer Institute.

We believe that our Board represents a desirable mix of backgrounds, skills, and experiences. Below are some of the specific experiences, qualifications, attributes or skills of each Director Nominee in addition to the biographical information provided above that led to the conclusion that each person should serve as one of our directors in light of our business and structure:

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Mr. Titterton has been involved with our Company as a director or investor for over nineteen years. Mr. Titterton also has substantial experience with advising on the strategic development of technology companies and over forty years of experience in various aspects of the technology industry.

Mr. Berman has experience in both investing in and starting new ventures and new technologies, in areas including finance, acquisitions, operations, and marketing, and has served as an officer of another publicly traded company.

Dr. Kumar has experience in technology driven startups, both at the board and operating levels, in a  broad variety of areas including finance, acquisitions, R&D, and marketing, and has served as a director and officer of another publicly traded company.

Mr. Johnson has been involved with the Company as an investor for over 12 years and has over 30 years’ experience in the capital markets as a result of his investment background.

Mr. Fox is an experienced startup entrepreneur and inventor who has successfully launched a number of companies. As a result, Mr. Fox has gained experience is a broad variety of other areas including finance, research and development and marketing,marketing.

Dr. Monahan is an experienced executive, having started, built and run a publicly traded biotechnology company, and has served as a director on a number of biotechnology company boards.

Dr. Baskies is an experienced surgical oncologist who is currently the Vice Chairman and incoming Chairman of the National Board of Directors of the American Cancer Society.

In addition to the foregoing, we believe that each of the Director Nominees that is nominated for reelection is well-qualified to serve as a member of our Board due to their prior experience and work with and on our Board.

Required Vote

In the election of directors, the five persons receiving the highest number of affirmative votes at the Meeting will be elected.

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Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

Current Directors and Executive Officers as of the Date of this Proxy Statement

Listed below are the names of the directors and executive officers of the Company, their ages and positions held as of the Record Date and biographies if not disclosed above:

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Mr. Titterton has served as a director since August 16, 2010, the Chairman of the Board since July 20, 2012 and interim Chief Executive Officer from August 21, 2012 until September 19, 2012.  Mr. Titterton is currently also Chairman of the Board of NYMED, Inc., a diversified health services company.  His background is in high technology with an emphasis on health care and he has been with NYMED, Inc. since 1989.  Mr. Titterton founded MedE America, Inc. in 1986 and was Chief Executive Officer of Management and Planning Services, Inc. from 1978 to 1986.  Mr. Titterton also served as one of our Directors from July 1999 to January 2003.  He holds a M.B.A. from the State University of New York at Albany, and a B.A. degree from Cornell University. Mr. Titterton has been involved with our Company as a director or investor for over twenty two years. Mr. Titterton also has substantial experience with advising on the strategic development of technology companies and over forty years of experience in various aspects of the technology industry.

Dr. Belz is an advisor in technology commercialization, specializing in start-upMr. Johnson has served on our Board since August 29, 2012.  Mr. Johnson has been a commodity trader on the Chicago Mercantile Exchange for over 40 years. He served as a member of the board of directors of CME Group Inc. from 1998 to May 2015. From 1969 to 2003, he served as President, Director and emerging companies whose core businesses frequently involve the licensingpart-owner of patented technologies. A faculty memberPackers Trading Company, a former futures commissions merchant/clearing firm at the CME. He also serves on the board of directors of the Chicago Crime Commission. Mr. Johnson holds a B.S. in Marketing from Bradley University and a J.D. from John Marshall Law School.  Mr. Johnson has been involved with the Company as an investor for over 13 years,of and has over 30 years’ Southern California (USC) since 2012, Dr. Belz currently holds faculty appointmentsexperience in the Marshall School of Business, Viterbi School of Engineering, and the capital marketsIovine/Young Academy.  In 2014, Dr. Belz became founding Director of Innovation Node- Los Angeles, a collaboration between USC, California Institute of Technology, and University of California - Los Angeles funded by the National Science Foundation and focused on university entrepreneurship.  Since 2002, her consulting practice has helped initiate spin-up and spinout efforts at some of the world’s leading sources of patented technologies, including Caltech, NASA’s Jet Propulsion Laboratory, BP, Occidental Petroleum, Avery Dennison,  and UCLA.   From 2010-2014, Dr. Belz served as the Chairperson of the Los Angeles Chapter of the Licensing Executives Society, an organization for intellectual property professionals with chapters throughout the United States and Canada, serving. as a national trainer for courses on best practices in licensing. Dr. Belz has been an Executive Committee Board Member at Caltech spinoff Ondax (privately held) since 2013. Dr. Belz holds a PhD in physics from the California Instituteresult of Technology, an MBA in finance from the Pepperdine University Graziadio School of Business, and a BS in physics from the University of Maryland at College Park.his investment background.

Mr.Mr. Herms has served as our Chief Financial Officer and Vice President – Finance since November 2000 and served as one of our Directors from August 2001 through August 2014.2014. Mr. Herms was also our Chief Financial Officer from 1982 to 1987. He is also a former audit manager and CPA with the firm of Arthur Andersen LLP. He holds a B.B.A. degree from Adelphi University. Mr. Herms has a deep understanding of the financial aspects of our business. He also has substantial experience as a public accountant, which is important to the Board’sBoard’s ability to review our consolidated financial statements, assess potential financings and strategies and otherwise supervise and evaluate our business decisions.

Except for Dr. Kumar and Mr. Johnson, none of our current directors or executive officers has served as a director of another public company within the past five years.

To the best of the Company’sCompany’s knowledge, there are no arrangements or understandings between any director, Director Nominee or executive officer and any other person pursuant to which any person was selected as a director, Director Nominee or executive officer.  There are no family relationships between any of the Company’sCompany’s directors, Director Nominees or executive officers.  To the Company’sCompany’s knowledge there have been no material legal proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’sCompany’s directors, Director Nominees or executive officers.

Board of Directors and Corporate Governance

 General

Our Board oversees the activities of our management in the handling of the business and affairs of our Company. As part of the Board’s oversight responsibility, it monitors developments in the area of corporate governance, including new SEC requirements, and periodically reviews and amends, as appropriate, our governance policies and procedures.

On July 10, 2015 our Common Stock began tradingcompany.  Our common stock trades on the NasdaqNASDAQ Capital Market. As a result,Markets and we are now subject to listing requirements which include the Listing Rulesrequirement that our Board be comprised of a majority of “independent” directors.  Lewis H. Titterton, Bruce F. Johnson and Dale Fox currently meet the Nasdaq Stock Market (the “Nasdaq Listing Rules”).

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definition of Director Independence“

independent” as defined by the SEC. Drs. Monahan and Baskies will also meet the definition of “independent” once they are elected.The Board of Directors has determined that each of Messrs. Fox, Johnsonseparately designated audit, nominating and Tittertoncompensation committees. Our directors, Robert A. Berman and Dr. Amit Kumar, are employees of, or consultants to, the Company and as such do not qualify as Belz“independent” are “independent directors” as defined in Rule 5605 of the Nasdaq Listing Rules. Independent directors are free of any relationship that, in the opinion of the Board, may interfere with such member’s individual exercise of independent judgment in evaluating transactions contemplated by the Company. .

Committees of the Board

On July 9, 2015, the Board established an audit committee (the “Audit Committee”“Audit Committee”), compensation committee (the “Compensation Committee”“Compensation Committee”) and nominating and corporate governance committee (the “Nominating Committee”“Nominating Committee”). Each committee has a charter which will be reviewed on an annual basis by the members of such committee. A current copy of each committee charter is available to stockholders on the Company’sCompany’s website at http://www.irITUScorp.com.

Audit Committee

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq Listing Rules. The audit committee will be at all times composed of exclusively independent directors who are “financially“financially literate,” meaning they are able to read and understand fundamental financial statements, including the Company’sCompany’s balance sheet, income statement and cash flow statement. In addition, the committee will have at least one member who qualifies as an “audit“audit committee financial expert”expert” as defined in rules and regulations of the SEC.

The principal duties and responsibilities of the Company’sCompany’s audit committee are to appoint the Company’sCompany’s independent auditors, oversee the quality and integrity of the Company’sCompany’s financial reporting and the audit of the Company’sCompany’s financial statements by its independent auditors and in fulfilling its obligations, the Company’sCompany’s audit committee will review with the Company’sCompany’s management and independent auditors the scope and result of the annual audit, the auditors’auditors’ independence and the Company’sCompany’s accounting policies.

The audit committee will be required to report regularly to the Board to discuss any issues that arise with respect to the quality or integrity of the Company’sCompany’s financial statements, its compliance with legal or regulatory requirements and the performance and independence of the Company’sCompany’s independent auditors.

Audit Committee Report

Review with Management.  The Audit Committee has reviewed and discussed our audited financial statements with management.

Review and Discussions with Independent Auditors.  The Audit Committee discussed with the Auditor the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

The Audit Committee also received written disclosures and the letter from the Auditor required by applicable requirements of the PCAOB regarding the Auditor’s communications with the Audit Committee concerning independence and has discussed with the Auditor their independence.

Conclusion.  Based on the review and discussions referred to above, the Audit Committee determined to include our audited financial statements in our Annual Report on Form 10-K for fiscal year 2015, for filing with the SEC.

The members of the audit committeeAudit Committee are Messrs. Titterton (Chairman), Johnson and Fox. Our Board has determined that Mr. Titterton qualifies as an audit committeeAudit Committee financial expert as defined by SEC rules, based on his education, experience and background. Please see Mr. TittertonTitterton’s’s biographical information above for a description of his relevant experience.

Compensation Committee

Compensation Committee

The Compensation Committee will be at all times composed of exclusively independent directors. Among other functions, the Compensation Committee will oversee the compensation of the Company’sCompany’s chief executive officer and other executive officers and senior management, including plans and programs relating to cash compensation, incentive compensation, equity-based awards and other benefits and perquisites and administers any such plans or programs as required by the terms thereof. The Compensation Committee has the authority to directly engage, at our expense, any compensation consultants or other advisers as it deems necessary to carry out its responsibilities in determining the amount and form of employee, executive and director compensation.

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The members of the compensation committee are Messrs. Titterton (Chairman), Johnson and Fox.

Nominating and Corporate Governance Committee

The Nominating Committee will be at all times composed of exclusively independent directors. The principal duties and responsibilities of the Nominating Committee are to identify qualified individuals to become board members, recommend to the Board individuals to be designated as nominees for election as directors at the annual meetings of stockholders, and develop and recommend to the BoardBoard the Company’sCompany’s corporate governance guidelines. In selecting directors, the Nominating Committee will consider candidates that possess qualifications and expertise that will enhance the composition of the Board, including the considerations set forth below.  The considerations set forth below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’scandidate’s qualifications and expertise.

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·    Candidates should be individuals of personal integrity and ethical character.

·Candidates should have background, achievements, and experience that will enhance our Board.  This may come from experience in areas important to our business, substantial accomplishments or prior or current associations with institutions noted for their excellence.

·    Candidates should have demonstrated leadership ability, the intelligence and ability to make independent analytical inquiries and the ability to exercise sound business judgment.

·    Candidates should be free from conflicts that would impair their ability to discharge the fiduciary duties owed as a director to ITUS and its stockholders, and we will consider directors’directors’ independence from our management and stockholders.

·    Candidates should have, and be prepared to devote, adequate time and energy to the Board and its committees to ensure the diligent performance of their duties, including by attending meetings of the Board and its committees.

·    Due consideration will be given to the Board’sBoard’s overall balance of diversity of perspectives, backgrounds and experiences, as well as age, gender and ethnicity.

·    Consideration will also be given to relevant legal and regulatory requirements.

We are of the view that the continuing service of qualified incumbents promotes stability and continuity in the board room, contributing to the Board’sBoard’s ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors accumulate during their tenure.  Accordingly, the process of the Nominating Committee for identifying nominees for directors will reflect our practice of generally re-nominating incumbent directors who continue to satisfy the Board’sBoard’s criteria for membership on the Board, whom the Nominating Committee believes continue to make important contributions and who consent to continue their service on the Board.  If the Nominating Committee determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as director during the preceding term, and that there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Nominating Committee’sCommittee’s view the incumbent shouldshould not be re-nominated, the Nominating Committee will, absent special circumstances, generally propose the incumbent director for re-election. Although we do not have a formal policy regarding the consideration of diversity in identifying and evaluating potential director candidates, the Nominating Committee will take into account the personal characteristics (gender, ethnicity and age), skills and experience, qualifications and background of current and prospective directors’directors’ diversity as one factor in identifying and evaluating potential director candidates, so that the Board, as a whole, will possess what the nominating and corporate governance committee believes are appropriate skills, talent, expertise and backgrounds necessary to oversee our Company’sCompany’s business.

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If the incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Nominating Committee may solicit recommendations for nominees from persons that the Nominating Committee believes are likely to be familiar with qualified candidates, including from members of the Board and management. While the Nominating Committee may also engage a professional search firm to assist in identifying qualified candidates, the Nominating Committee did not engage any third party to identify or evaluate or assist in identifying or evaluating the Director Nominees. We do not have a policy with regard to the consideration of director candidates recommended by stockholders. Due to the size of our Company and Board, the Nominating Committee does not believe that such a policy is necessary.

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Depending on its level of familiarity with the candidates, the Nominating Committee may choose to interview certain candidates that it believes may possess qualifications and expertise required for membership on the Board. It may also gather such other information it deems appropriate to develop a well-rounded view of the candidate. Based on reports from those interviews or from Board members with personal knowledge and experience with a candidate, and on all other available information and relevant considerations, the Nominating Committee will select and nominate candidates who, in its view, are most suited for membership on the Board.

The members of the nominating and corporate governance committee are Messrs. Titterton (Chairman), Johnson and Fox.

Board Leadership Structure and Role in Risk Oversight

Although we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer, we currently have a different person serving in each such role — Mr. Titterton is our Chairman of the Board and Mr. Berman is our President and Chief Executive Officer. The decision whether to combine or separate these positions depends on what our Board deems to be in the long term interest of stockholders in light of prevailing circumstances. Mr. Titterton has served as our Chairman since July 20, 2012. Mr. Berman has served as our Chief Executive Officer since September 19, 2012. This arrangement has allowed our Chairman to lead the Board, while our Chief Executive Officer has focused primarily on managing the daily operations of the Company. The separation of duties provides strong leadership for the Board while allowing the Chief Executive Officer to be the leader of the Company, focusing on its employees and operations.

Our Board currently consists of six directors. On June 15, 2015, the Board unanimously voted to decrease the number of directors serving on the Board to five directors. The Board has not appointed a lead independent director.  Due to the size of the Board, the independent directors are able to closely monitor the activities of our Company.  In addition, the independent directors are able to meet independently with the Company’sCompany’s independent registered public accounting firm without management to discuss the Company’sCompany’s financial statements and related audits.  Therefore, the Board has determined that a lead independent director is not necessary at this time.  To the extent the composition of the Board changes and/or grows in the future, the Board may reevaluate the need for a lead independent director.

Management is responsible for the day-to-day management of risks the Company faces, while the Board as a whole has ultimate responsibility for the Company’sCompany’s oversight of risk management.  Our Board takes an enterprise-wide approach to risk oversight, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value.  A fundamental part of risk oversight is not only understanding the risks a Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company.  As a critical part of this risk management oversight role, our Board encourages full and open communication between management and the Board.  Our Board regularly reviews material strategic, operational, financial, compensation and compliance risks with management.  In addition our management team regularly reports to the full Board regarding their areas of responsibility and a component of these reports is risk within the area of responsibility and the steps management has taken to monitor and control such exposures.  Additional review or reporting on risk is conducted as needed or as requested by our Board.

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Attendance

Attendance

There were 10nine meetings, exclusive of action by unanimous written consent, of the Board held during fiscal year 2014.  Messrs. Titterton, Berman and Johnson and Dr. Kumar each2015.  Each of our directors attended at least 75% of the aggregate number of meetings of the Board. Mr. Fox andBoard, except that Dr. Andrea Belz, were elected directors in who served as a director from August 2014. From the date8, 2014 to August 26, 2015, only attended four meetings (out of their appointment through the end ofeight meetings held while Dr. Belz was a director during fiscal year 20142015). The various committees of the Board were established on July 9, 2015 and there were 3no meetings, exclusive of the Board. Mr. Fox attended all 3 meetings and Dr. Belz attended 1 meeting. We encourage our directors to attend the annual meeting of stockholders.

action by unanimous written consent, held by such committees during fiscal year 2015. Each of the Audit Committee, Compensation Committee orand Nominating Committee were established on July 9, 2015. Accordingly, nonehas held meetings as of the committees held any meetings duringour fiscal 2014 and the Nominating Committee did not nominate the Director Nominees up for election at this Annual Meeting.year beginning November 1, 2015.

Code of Ethics

We have adopted a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  We will provide a copy of our code of ethics to any person without charge, upon request.  For a copy of our code of ethics write to Secretary, ITUS Corporation, 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 9002590025..

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Section 16(a) Beneficial Ownership Reporting Compliance

                Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our Common Stock with the SEC.  Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.  Based upon a review of these filings, we believe that all required Section 16(a) fillings were made on a timely basis during fiscal year 2014.2015.

Transactions with Related Persons

As more fully disclosed under the heading “Selling Stockholders” in the Company’s Registration Statement on Form S-1, Registration No. 333-188096, initially filedAside from compensation arrangements with the SEC on April 24, 2013, on January 25, 2013, we completed a private placement of $1,765,000 principal amount of 8% Convertible Debentures due 2015 and warrants to purchase 235,310 shares of Common Stock.  We had the option to pay any interest on the debentures in Common Stock based on the average of the closing prices of our Common Stock for the 10 trading days immediately preceding the interest payment date.  During June and July 2013, $325,000 principal amount of these debentures were convertedexecutive officers described below, there are no other transactions entered into 86,671 shares of Common Stock.  During 2014, an aggregate of $1,240,000 principal amount of these debentures were converted into 330,684 shares of Common Stock.  The principal amount outstanding of these debentures of $200,000 was paid in full during April 2014. Robert A. Berman, the Company’s President, Chief Executive Officer and a director, Dr. Amit Kumar, a consultant and director ofby the Company and Bruce Johnson, a director of the Company, purchased $50,000, $100,000, and $100,000, respectively, of securities in this offering. Mr. Berman, Dr. Kumar and Mr. Johnson received 13,334 shares, 26,668 shares and 26,668 shares, respectively, upon conversion of the debentures and 860 shares, 1,720 shares and 1,720 shares, respectively, in payment of interest on the debentures.  Jeffery Tittertonand Christopher Titterton, the adult sons of Lewis H. Titterton, our Chairman of the Board, purchased $25,000 and $25,000, respectively, of securities in this offering.  Jeffery Titterton and Christopher Titterton have received 6,667 shares and 6,667 shares, respectively, upon conversion of the debentures and 430 shares and 339 shares, respectively, in payment of interest on the debentures.

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As more fully described in “Executive Compensation - Employment Agreements,” on September 19, 2012, we entered into an employment agreement with Robert A. Berman, the Company’s President, Chief Executive Officer and a director, and concurrently issued to Mr. Berman options to purchase 640,000 shares of the Company’s common stock.related persons.

On September 19, 2012, the Company entered into a Consulting Agreement with Dr. Amit Kumar (the "Kumar Agreement"), a director of the Company, pursuant to which Dr. Kumar agreed to provide business consulting services for an annual consulting fee of $120,000 (Dr. Kumar's fee was initially deferred until a Cash Milestone (as defined in the agreement) was achieved). In connection with the Kumar Agreement, the Company granted Dr. Kumar options to purchase 640,000 shares of the Company's common stock, with an exercise price of $5.4375 (on February 5, 2015 the exercise price was reduced to $2.575 per share). Dr. Kumar has also earned a $50,000 bonus pursuant to the Kumar Agreement. The Kumar Agreement was amended on November 8, 2013 to modify the vesting schedule of any unvested options. If Dr. Kumar's services are terminated by the Company or he terminates his services for any reason or no reason, the Company will be obligated to pay to Dr. Kumar only any earned compensation and/or bonus due under the Kumar Agreement and any unpaid reasonable and necessary expenses, due to him through the date of termination.  All such payments will be made in a lump sum immediately following termination.

On July 15, 2014, the Company sold 640,000 shares of its common stock and warrants to purchase 320,000 shares of its common stock in a registered direct offering for gross proceeds of $4,000,000. Lewis H. Titterton, the Chairman of the Board of the Company, Dr. Amit Kumar, a consultant and director of the Company, and Tisha Stender, the former Chief Operating Officer and Legal Counsel of the Company, purchased $25,000, $25,000, and $200,000, respectively, of securities in this offering. Specifically, Mr. Titterton received 4,000 shares and 2,000 warrants, Dr. Kumar received 4,000 shares and 2,000 warrants and Ms. Stender received 32,000 shares and 16,000 warrants in this offering. On March 5, 2015, in connection with Ms. Stender’s severance arrangement, the Company re-purchased 32,000 shares of the Company’s common stock from Ms. Stender at 25 cents per share, the price at which Ms. Stender acquired the shares in July of 2014.  The Company also cancelled the corresponding warrant that was issued in connection with the July 2014 stock purchase.

Related Person Transaction Approval Policy

While we have no written policy regarding approval of transactions between us and a related person, our Board, as matter of appropriate corporate governance, reviews and approves all such transactions, to the extent required by applicable rules and regulations.  Generally, management would present to the Board for approval at the next regularly scheduled Board meeting any related person transactions proposed to be entered into by us.  The Board may approve the transaction if it is deemed to be in the best interests of our stockholders and the Company.

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Executive Compensation

Executive Compensation

The following table sets forth certain information for the fiscal years ended October 31, 2014, 20132015 and 2012,2014, with respect to compensation awarded to, earned by or paid to our current Chief Executive Officer our Chief Operating Officer and Legal Counsel and our Chief Financial Officer and the Executive Chairman and Chief Executive Officer of Anixa (the “Named“Named Executive Officers”Officers”).  No other executive officer received total compensation in excess of $100,000 during fiscal year 2014.2015.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($) (2)	All Other Compensation ($) (3)	Total Compensation ($)
Robert A. Berman President, Chief Executive Officer and Director	2015 2014	$300,000    $300,000	$150,000   $200,000	$169,081    $254,480	$4,160 $8,320	$623,241 $762,800
Dr. Amit Kumar (1) Vice Chairman of the Board, Executive Chairman and Chief Executive Officer of Anixa Diagnostics	2015	$189,000	$150,000	$169,081	$    -	$508,081
Henry P. Herms Chief Financial Officer and Vice President- Finance	2015 2014	$168,000    $168,000	$   -   $   -	$ 16,252    $ 92,455	$    - $    -	$184,252 $260,455

 

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($) (1)	All Other Compensation ($) (2)	Total Compensation ($)
Robert A. Berman Chief Executive Officer and Director	2014 2013 2012	$300,000 $290,000 $ 32,223	$200,000 $ 50,000 $ -	$ 254,480 $ - $2,882,667	$ 8,320 $ - $ -	$ 762,800 $ 340,000 $2,914,890
TishaStender Chief Operating Officer and Legal Counsel (3)	2014	$ 78,200	$ -	$ 850,200	$ -	$ 928,840
Henry P. Herms Chief Financial Officer, Vice President- Finance Director	2014 2013 2012	$168,000 $150,000 $150,000	$ - $ - $ -	$ 92,455 $ - $ 69,219	$ - $ 15,033 $ 15,033	$ 260,455 $ 166,665 $ 234,252

 

(1) On June 15, 2015, Dr. Kumar was appointed Vice Chairman of the Company and Executive Chairman and Chief Executive Officer of Anixa Diagnostics Corporation, a wholly-owned subsidiary of the Company. The above table represents Dr. Kumar’s compensation for the entire fiscal year ended October 31, 2015. From June 15, 2015 through October 31, 2015, the period during which Dr. Kumar was an executive officer, Dr. Kumar’s salary was $112,500 and he received no additional compensation.  During the year ended October 31, 2014, Dr. Kumar received $576,880 in total compensation, consisting of $122,400 in consulting fees and $200,000 in bonus, $254,480 in option awards (calculated in accordance with Note 2 below).

(2)  Amounts in the Option Awards column represent the aggregate grant date fair value of stock option awards made during the fiscal years ended October 31, 2014, 20132015 and 20122014 for each Named Executive Officer in accordance with Accounting Standards Codification (“ASC”(“ASC”) 718 and also reflects the amendment of certain options on November 8, 2013 and the repricing of certainoutstanding options on SeptemberFebruary 5, 2012.2015.  The amounts shown for Dr. Kumar during the periods he provided services as a consultant were computed consistent with the application of ASC 718 for fair value of stock option wards granted to employees.  A discussion of assumptions used in valuation of option awards may be found in Note 3Notes 2 and 6 to our Consolidated Financial Statements for fiscal year ended October 31, 2014, included elsewhere2015, in this prospectus.our Annual Report on Form 10-K.

(2)(3)  Amounts in the All Other Compensation column reflect, for each Named Executive Officer, the sum of the incremental cost to us of all perquisites and personal benefits, which consisted solely of life insurance premiums for the fiscal year ended October 31, 2014 and auto allowance and related expenses for fiscal years ended October 31, 2013 and 2012.

 

(3)  As of January 30, 2015, Ms. Stender is no longer employed by the Company.Employment Agreements

Employment Agreements

Employment Agreement with Robert Berman

On September 19, 2012, the Company entered into an Employment Agreement with Mr. Berman (the “Berman Agreement”“Berman Agreement”) to serve as President and Chief Executive Officer of the Company.  Pursuant to the Berman Agreement, Mr. Berman was to receive initially received an annual base salary of $290,000, provided, however that payment of his salarywhich was increased to be deferred until the Cash Milestone (as described below) was achieved.  In February 2013,$300,000 by the Board elected to commence paying Mr. Berman his salary effective FebruaryNovember 1, 2013, but his deferred salary, which has been earned and accrued, has not yet been paid.  In August 2013, the Cash Milestone was achieved.

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In addition to his base salary, Mr. Berman was entitled to a cash bonus of $50,000, if the Company generates aggregate cash payments in excess of a specified amount (the “Cash Milestone”) prior to September 19, 2013.  The Cash Milestone bonus, which has been earned and accrued, has not yet been paid.  Mr. Berman was also entitled to two additional cash bonuses of $50,000 if the average trading price of the Company’s Common Stock exceeds two separate price targets (the “Stock Price Targets”) prior to September 19, 2013, which Stock Price Targets were not achieved prior to September 19, 2013. 

 

The Company also grantedIf Mr. Berman options to purchase 640,000 shares of the Company’s Common Stock, with an exercise price of $’5.4375 which was the average of the high and the low sales price of the Common Stock on the trading day immediately preceding the approval of such options by the Board (on February 5, 2015 the exercise price was reduced to $2.575 per share). Half of the options vest in 36 equal monthly installments commencing on October 31, 2012, provided that if the Berman Agreement is terminated or constructively terminated by the Company without cause (as defined below), an additional 12 months of vesting will be accelerated and such accelerated options will become immediately exercisable. The balance of the options vest in three equal installments upon achievement of the Cash Milestone (which Cash Milestone has been achieved) and the Stock Price Targets (without regard to the 12 month period). The vesting conditions of the Stock Price Target options have been amended as described below. The options otherwise have the same terms and conditions as options granted under the Company’s 2010 Share Incentive Plan (as defined below).

If Mr. Berman’ss employment is terminated by the Company or he terminates his employment for any reason or no reason, the Company shall be obligated to pay to Mr. Berman only any earned compensation and/or bonus due under the Berman Agreement, any unpaid reasonable and necessary expenses, and any accrued and unpaid benefits due to him in accordance with the terms and conditions of the Company’sCompany’s benefit plans and policies including any accrued but unpaid vacation up to the cap of 20 days through the date of termination.  All such payments shall be made in a lump sum immediately following termination as required by law.

Consulting Agreement with Amit Kumar

On September 19, 2012, the Company entered into a Consulting Agreement with Dr. Amit Kumar (the “Cause” means (Kumar Agreementi”) commissionpursuant to which Dr. Kumar agreed to provide business consulting services for an initial annual consulting fee of or entrance of a plea of guilty or nolo contendere to a felony; (ii) conviction for engaging or having engaged in fraud, breach of fiduciary duty, a crime of moral turpitude, dishonesty, or other acts of willful misconduct or gross negligence in connection with the business affairs$120,000. On June 15, 2015, Dr. Kumar was appointed Vice Chairman of the Company or its affiliates; (iii)and Executive Chairman and Chief Executive Officer of Anixa Diagnostics Corporation, a conviction for theft, embezzlement, or other intentional misappropriationwholly-owned subsidiary of fundsthe Company. As a result of this appointment, Dr. Kumar’s cash compensation was increased to $300,000 by employee fromthe Board. The terms of the Kumar Agreement still remain in effect.

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If Dr. Kumar’s services are terminated by the Company or its affiliates; (iv) a conviction in connection with the willful engaging by employee in conduct which is demonstrably and materially injurious tohe terminates his services for any reason or no reason, the Company shall be obligated to pay to Dr. Kumar only any earned compensation and/or its affiliates, monetarily or otherwise.bonus due under the Kumar Agreement and any unpaid reasonable and necessary expenses, due to him through the date of termination.  All such payments shall be made in a lump sum immediately following termination.

Stock Options

Amendment to Employment and Stock Option Agreements

Robert A. Berman’s employment agreement includes the grant of certain stock options.  On November 8, 2013, in light of the cost and expense of valuing the unvested portion of the options on a quarterly basis for financial reporting purposes, the Board approved an amendment to the Stock Price Target stock options awarded on September 19, 2012 (the “Option Awards”) to Mr. Berman.  The amendment modifies the Option Awards’ vesting conditions to provide that the unvested portion of the stock options will vest in 23 consecutive monthly installments, commencing on November 30, 2013 through September 30, 2015.  Prior to the amendment, the Option Awards had provided that the stock options would vest if certain milestone targets were met.  All the other terms and conditions of the Option Awards remain unchanged.

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Stock Options

The following table sets forth certain information with respect to unexercised stock options held by the Named Executive Officers outstanding on October 31, 2014:2015:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un -Exercisable	Option Exercise Price ($)(8)	Option Expiration Date
Robert A. Berman	222,222(1)320,000(1) 106,667(2) 111,304(3)213,333(3) 12,222(4) 28,889(4)	97,778(1) 102,029(3) 27,778(4)11,111(4)	$5.43752.575 $5.43752.575 $5.43752.575 $5.0002.575	9/19/2022 9/19/2022 9/19/2022 11/8/2023
Dr. Amit Kumar	320,000(1) 106,667(2) 213,333(3)  28,889(4)	11,111(4)	$2.575 $2.575 $2.575 $2.575	9/19/2022 9/19/2022 9/19/2022 11/8/2023
Henry P. Herms	4,000 4,000 2,000 2,000 3,000 4,000 4,000 8,333(5) 6,722(4)12,000 15,889(4)	3,667(5) 15,278(4)6,111(4)	$16.25002.575 $13.0002.575 $3.62502.575 $17.50002.575 $3.62502.575 $3.62502.575 $9.2500 $5.8750 $5.00002.575	2/17/2015 10/30/2015 5/31/2016 11/20/2016 11/11/2017 10/7/2019 6/01/1/2021 9/19/2022 11/8/2018
Tisha Stender	6,667(6)	73,333(6) 80,000(7)	$6.2500 $6.2500	7/16/2024 7/16/20242023

(1)   Options vestvested and became exercisable in 36 consecutive monthly installments, beginning October 31, 2012 and continuing through September 30, 2015.

(2)   Options vested upon achievement of the Cash Milestone.a cash milestone in February 2013.

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(3)   Options were to vest in two equal installments upon achievement of the Stock Price Targets.  On November 8, 2013, the vesting conditions were modified by the Board to provide that the unvested portion of the stock options will vest in 23 consecutive monthly installments, commencing on November 30, 2013 through September 30, 2015. 

(4)   Options vest and became exercisable in 36 consecutive monthly installments, beginning December 31, 2013 and continuing through November 30, 2016.

(5)   Options vest and became exercisable in 36 consecutive monthly installments, beginning October 31, 2012 and continuing through September 30, 2015.

(6)  Options vest and became exercisable in 36 consecutive monthly installments, beginning August 31, 2014 and continuing through July 3, 2017.

(7)  Options vest in two equal installments upon achievement of certain Company milestones.

(8)  On February 5, 2015, the option exercise pricesThere were re-priced to $2.575 per share.

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The following table sets forth certain information with respect tono grants of stock options to the Named Executive Officers during fiscal year 2014:2015.

GRANTS OF PLAN BASED AWARDS TABLE
Name	Grant Date	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise Price of Option Awards ($/Sh) (4)	Grant Date Fair Value ($) (1)
Robert A. Berman	11/8/2013	40,000	$5.00	$168,100
Henry P. Herms	11/8/2013	22,000	$5.00	$92,455
Tisha Stender	7/16/2014	160,000(2)	$6.25(3)	$850,200

(1)     Represents the grant date fair value of stock option awards in accordance with Accounting Standards Codification (“ASC”) 718.

(2)     Reflects options granted to Ms. Stender under the Stender Agreement.

(3)     The exercise price was determined by calculating the average of the high and the low sales price of the common stock on the trading day immediately preceding the approval of such options by the Board.

(4)     On February 5, 2015, the exercise prices of the option awards were re-priced to $2.575 per share.

The following table summarizes the exercise of stock options during fiscal 20142015 by Named Executives:Executive Officers:

OPTION EXERCISES AND STOCK VESTED TABLE	OPTION EXERCISES AND STOCK VESTED TABLE		OPTION EXERCISES AND STOCK VESTED TABLE
Name			Option Awards
	Option Awards		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)
Henry P. Herms	3,000	$2,482	4,000	$4,460

(1)  The value realized on exercise is calculated based on the difference between the exercise price of the options and the market price of the stock at the time of exercise.

Option Re-Pricing

On January 28, 2015, the Board of Directors authorized management of the Company to re-price issued and outstanding stock options for all of the officers, directors and employees of the Company, at any time prior to February 16, 2015.  On February 5, 2015, management acted to re-price 87,365 issued and outstanding stock options (the “Re-Priced Options”) pursuant to the authority granted by the Board of Directors. The new exercise price of the Re-Priced Options is $2.575, the closing sales price of the Company’s common stock on February 5, 2015.  All other terms of the previously granted Re-Priced Options remain the same.  

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The following stock option grants and related stock option agreements issued to the Company’s Named Executive Officers and directors are affected by the re-pricing:

Name	# of Shares	Old Option Price	New Option Price	Expiration Date
Lewis A. Titterton	30,000  2,400 16,000 40,000 120,000 16,000 16,000	$5.625 $5.025 $4.875 $5.875 $5.000 $4.750 $2.800	$2.575 $2.575 $2.575 $2.575 $2.575 $2.575 $2.575	9/19/2022 11/30/2017 12/31/2022 2/15/2023 11/8/2023 1/2/2024 1/2/2025
Robert A. Berman	320,000 106,667 213,333  40,000	$5.7375 $5.7375 $5.7375 $5.7375	$2.575 $2.575 $2.575 $2.575	9/19/2022 9/19/2022 9/19/2022 11/8/2023
Dr. Amit Kumar	320,000 106,667 213,333 40,000	$5.7375 $5.7375 $5.7375 $5.7375	$2.575 $2.575 $2.575 $2.575	9/19/2022 9/19/2022 9/19/2022 11/8/2023
Bruce F. Johnson	2,400  2,400 12,000 12,000 12,000	$3.000 $5.025 $4.875 $4.750 $2.800	$2.575 $2.575 $2.575 $2.575 $2.575	8/30/2014 11/30/2017 12/31/2022 1/2/2024 1/2/2025
Dale Fox	6,000 12,000	$6.250 $2.800	$2.575 $2.575	8/8/2024 1/2/2025
Henry P. Herms	2,000  2,000  3,000  4,000  4,000 12,000 22,000	$3.625 $17.500 $3.625 $3.625 $9.250 $5.875 $5.000	$2.575 $2.575 $2.575 $2.575 $2.575 $2.575 $2.575	5/31/2016 11/20/2016 11/11/2017 10/7/2019 6/1/2021 9/19/2022 11/8/2023

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Potential Payments upon Termination or Change in Control

 

Robert A. Berman

As more fully described in “Employment Agreement with Robert Berman,” if Mr. Berman is terminated without cause, an additional 12 months of vesting of his options will be accelerated and such accelerated options will become immediately exercisable.  The intrinsic value of such options would be $-0-, which was calculated by multiplying (a) 97,778 options (being the number of options granted to him on September 19, 2012 that would be accelerated) (b) an amount equal to the excess of (x) our closing share price on October 31, 2014 of $5.00 and (y) the options’ exercise price $5.4375 per share. 

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Options granted to Mr. Berman on November 8, 2013 provide for the vesting of the unvested portion of his options to be accelerated and such accelerated options to become immediately exercisable if Mr. Berman is terminated without cause.cause or upon a change in control as defined below. The intrinsic value of such options would be $-0-,$16,540, which was calculated by multiplying (a) 27,77814,445 options (being the number of options granted to him on November 8, 2013 that would be accelerated) by (b) an amount equal to the excess of (x) our closing share price on October 31, 20142015 of $5.00$3.72 and (y) the options’options’ exercise price of $5.00$2.575 per share.

 

In addition to the acceleration of the options, if Mr. Berman’sBerman’s employment is terminated by the Company or he terminates his employment for any reason or no reason on 90 days’ notice, the Company shall be obligated to pay to Mr. Berman only any earned compensation and/or bonus due under the Berman Agreement, any unpaid reasonable and necessary expenses, and any accrued and unpaid benefits due to him in accordance with the terms and conditions of the Company’sCompany’s benefit plans and policies including any accrued but unpaid vacation up to the cap of 20 days through the date of termination (which accrued and unpaid benefits would have a maximum value of $23,077).

Henry P. HermsDr. Amit Kumar

Mr. Herms’ outstandingOptions granted Dr. Kumar on November 8, 2013 provide for the vesting of the unvested stock option awards granted under the 2010 Share Incentive Plan wouldportion of his options to be accelerated and such accelerated options to become immediately vest and become exercisable if Dr. Kumar is terminated without cause or upon a change in control as defined below. The intrinsic value of Mr. Herms’ outstandingsuch options granted on September 19, 2012 would be $-0-,$16,540, which was calculated by multiplying (a) 3,66714,445 options (being the unvested portionnumber of options granted to him on September 19, 2012November 8, 2013 that he held on October 31, 2014)would be accelerated) by (b) an amount equal to the excess of (x) our closing share price on October 31, 20142015 of $5.00$3.72 and (y) the options’options’ exercise price of $5.875$2.575 per share.

In addition to the acceleration of the options, if Dr. Kumar’s employment is terminated by the Company or he terminates his employment for any reason or no reason on 90 days’ notice, the Company shall be obligated to pay to Dr. Kumar only any earned compensation and/or bonus due under the Kumar Agreement and any unpaid reasonable and necessary expenses.

Henry P. Herms

Options granted Mr. Herms on November 8, 2013 provide for the vesting of the unvested portion of his options to be accelerated and such accelerated options to become immediately exercisable if Mr. Herms is terminated without cause or upon a change in control as defined below. The intrinsic value of Mr. Herms’ outstandingsuch options granted on November 8, 2013 would be $-0-,$9,097, which was calculated by multiplying (a) 15,2787,945 options (being the unvested portion of options granted to him on November 8, 2014 that he held on October 31, 2014)2015) by (b) an amount equal to the excess of (x) our closing share price on October 31, 20142015 of $5.00$3.72 and (y) the options’options’ exercise price of $5.875$2.575 per shareshare..

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Under the 2010 Share Incentive Plan, “change“change in control”control” means:

 

·    Change in Ownership: A change in ownership of the Company occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, excluding the acquisition of additional stock by a person or more than one person acting as a group who is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company.

 

·    Change in Effective Control: A change in effective control of the Company occurs on the date that either:

 

	o    Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or o	Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or
	o	A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; provided, that this paragraph will apply only to the Company if no other corporation is a majority shareholder.

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·    Change in Ownership of Substantial Assets: A change in the ownership of a substantial portion of the Company's assets occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired  during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, “gross“gross fair market value”value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 

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It is the intent that this definition be construed consistent with the definition of “Change“Change of Control”Control” as defined under Code Section 409A and the applicable treasury regulations, as amended from time to time.

 Director’s Compensation

Director’s Compensation

 

There is no present arrangement for cash compensation of directors for services in that capacity.  Consistent with the non-employee director compensation approved on March 28, 2013 for calendar year 2013, onOn November 8, 2013, the Board approved an amendment to the 2010 Share Incentive Plan to provide that on January 1st of each year commencing on January 1, 2014, each non-employee director (a “Director Participant”“Director Participant”) of the Company at that time shall automatically be granted a 10 year nonqualified stock option to purchase 12,000 shares of Common Stockcommon stock (or 16,000 in the case of the Chairman of the Board to the extent he qualifies as a Director Participant), with an exercise price equal to the closing price on the date of grant, that will vest in four equal quarterly installments in the year of grant.  In addition, each person who is a Director Participant and joins the Board after January 1 of any year, shall be granted on the date such person joins the Board, a nonqualified stock option to purchase 12,000 shares of Common Stockcommon stock (or 16,000 in the case of the Chairman of the Board) pro-rated based upon the number of calendar quarters remaining in the calendar year in which such person joins the Board (rounded up for partial quarters). 

 

Our employee director,directors, Robert A. Berman and former employee director Henry P. Herms,Dr. Amit Kumar, did not receive any additional compensation for services provided as a director during fiscal year 2014.2015.  The following table sets forth compensation of Lewis H. Titterton,, Bruce F. Johnson Dr. Andrea Belz and Dale Fox, our non-employee directors and Kent B. Williams,Dr. Andrea Belz, our former non-employee director, for fiscal year 2014:2015:

 

DIRECTORS COMPENSATION
Name	Option Awards ($) (1)	Bonus ($)	All Other Compensation ($)
Lewis H. Titterton	$567,58084,177	-	-
Bruce F. Johnson	$ 47,46032,832	-	-
Kent B. WilliamsDr. Andrea Belz	$118,590	-	-
Dr. Andrea Belz	$30,48215,375	-	-
Dale Fox	$30,48229,265	-	-
Dr. Amit Kumar (2)	-	-	-

 

(1)   Amounts in the Option Awards column represent the aggregate grant date fair value of stock option awards made during the fiscal year ended October 31, 2014,2015, in accordance with ASC 718.718 and reflects repricing of outstanding options on February 5, 2015. See the section entitled “Option Re-Pricing” above. A discussion of assumptions used in valuation of option awards may be found in Note 3Notes 2 and 6 to our Consolidated Financial Statements for fiscal year ended October 31, 2014,2015, included elsewhere in this prospectus.Annual Report on Form 10-K. At October 31, 2014,2015, Lewis H. Titterton,, Brice Bruce F. Johnson, Dr. Andrea Belz and Dale Fox held unexercised stock options to purchase 224,400, 28,800, 6,000240,400 40,800, 12,000 and 6,00018,000 shares respectively, of our Common Stock.common stock.

(2)    Dr. Kumar did not receive any compensation for his services as a director.  However, Dr. Kumar did receive compensation for his services as a consultant.  For more information about Dr. Kumar’sKumar’s consultancy arrangements, see the section entitled “Transactions with Related Persons”.above.

 

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PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF THE
COMPANY’S

COMPANY’S INDEPENDENT AUDITORS FOR FISCAL 2014

Introduction

On June 15, 2015,May 19, 2016, the Board appointed the firm of Haskell & White LLP to serve as the Company’sCompany’s independent auditors for our fiscal year ending October 31, 2015.2016. Stockholders will be asked to ratify Board’sBoard’s appointment of the Auditor to serve as our independent auditors. The Board, through its Audit Committee, is directly responsible for appointing the Company’sCompany’s independent registered public accounting firm. The Board is not bound by the outcome of this vote but will consider these voting results when selecting the Company’sCompany’s independent auditor for fiscal year 2016.

2017. A representative of the Auditor is not expected to be present at the Meeting.

The Auditor has been our auditor since May 6, 2013. Prior to their appointment as the Auditor, KPMG LLP (“KPMG”) served as the Company’s independent registered public accounting firm. KPMG served as the Company’s auditor for the fiscal years ended October 31, 2012 and 2011 until KPMG was dismissed by the Board. During the years ended October 31, 2012 and 2011 and through the subsequent interim period to May 6, 2013, there were no (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreements in connection with its reports, and (2) reportable events. KPMG’s audit reports on the Company’s consolidated financial statements as of and for the years ended October 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG’s report on the consolidated financial statements of the Company as of and for the years ended October 31, 2012 and 2011 contained a separate paragraph stating that the Company has suffered recurring losses from operations, has negative working capital, and has a shareholders’ deficiency that raise substantial doubt about its ability to continue as a going concern. 

During the years ended October 31, 2012 and 2011 and through the date hereof, neither the Company nor anyone acting on its behalf has consulted the Auditor with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that the Auditor concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a reportable event (each as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.

Fees

 

The following table describes fees for professional audit services rendered and billed by the Auditor from May 2013 through October 31, 2014, for the audit ofHaskell & White LLP, our fiscal year 2014present independent registered public accounting firm and 2013 consolidated financial statements, the re-audit of our fiscal year 2012 consolidated financial statements and for other services during the fiscal years 2014 and 2013 and KPMG from November 1, 2012 through May 2013,principal accountant, for the audit of our consolidated financial statements and for other services during fiscal 2013.years 2015 and 2014.

Type of Fee		2015			2014
Audit Fees (1)	$	97,390		$	82,280
Audit Related Fees (2)		34,500			37,130
Tax Fees (3)		20,000			-
All Other Fees		-			-
Total	$	159,290		$	119,410

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Type of Fee	2014			2013
Audit Fees (1)	$	82,280		$	400,330
Audit Related Fees (2)		37,130			79,000
Tax Fees		-			-
All Other Fees		-			-
Total	$	119,410		$	479,330

(1)  Audit fees for fiscal year 2013 represent fees billed for services rendered during fiscal 2013 by Haskell & White LLPyears 2015 and KPMG LLP of $109,330 and $291,000, respectively, for the audit of our consolidated financial statements and review of our quarterly reports on Form 10-Q, including Haskell & White LLP’s re-audit of our fiscal year 2012 consolidated financial statements.  Audit fees for fiscal year 2014 represent fees billed for services rendered during fiscal 2014 by Haskell & White LLP for the audit of our consolidated financial statements and review of our quarterly reports on Form 10-Q.

        (2)(2)  Audit related fees for fiscal year 2013 represent fees billed for services rendered during fiscal 2013 by KPMG LLP in connection with our Form S-1 Registration Statement filed during fiscal 2013. Audit related fees for fiscal yearyears 2015 and 2014 represent fees billed for services rendered during fiscal 2014 by Haskell & White in connection with our Form S-3 Registration Statements filed during fiscal years 2015 and 2014.

(3)  Tax Fees for fiscal year 2015 represent fees billed for services rendered by Haskell & White for the preparation of Federal and State income tax returns.

 

Our BoardAudit Committee has determined that the services provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered public accounting firm.

 

The Board has established pre-approval policies and procedures pursuant to which the Board approved the foregoing audit, tax and non-audit services provided by the Auditor in 2014.2015. Consistent with the Audit Committee’sCommittee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the full Board. Fee estimates for these services are approved by the Chairman of the Board based on information provided by our management.

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Required Vote

 

Ratification of the appointment by the Board of the Auditor as the Company’sCompany’s independent registered public accounting firm for the fiscal year ending October 31, 20152016 requires the affirmative vote of a majority of the shares of Common Stock voted in person or by proxy at this Meeting.

 

Recommendation of the Board

 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE RATIFICATION OF THE APPOINTMENT BY THE BOARD OF HASKELL & WHITE LLP AS THE COMPANY’SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015.2016.

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PROPOSAL 3

APPROVAL OF COMPENSATION

AWARDED TO NAMED EXECUTIVE OFFICERS

 

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OTHER INFORMATION

Proxy SolicitationIntroduction

 

As required by Section 14A of the Securities Exchange Act of 1934 and Rule 14a-21(a), we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded to our named executive officers for 2015.

Our executive compensation program and compensation paid to our named executive officers are described in the section entitled “Executive Compensation” of this proxy statement. Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including our named executive officers, in ways that support three primary business objectives:

·    Attract and retain the best talent.

·    Support our culture of performance.

·    Align employee interests with long-term stockholder interests in the overall success of the Company.

To help achieve these objectives, we structure our named executive officers’ compensation to reward the achievement of short-term and long-term strategic and operational goals.

Required Vote

The approval of this proposal will be made upon the affirmative vote of the majority of shares cast on the proposal. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal. Because this vote is advisory, it will not be binding upon our Board. However, the Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation program going forward. Accordingly, the following resolution is submitted for stockholder vote at the Meeting:

“RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers, as disclosed under SEC rules, including the compensation tables and related narrative disclosures included in this proxy statement.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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OTHER INFORMATION

Proxy Solicitation

All costs of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, the Company’sCompany’s officers and regular employees may solicit proxies personally or by telephone. The Company does not intend to utilize a paid solicitation agent.

Proxies

A stockholder may revoke his, her or its proxy at any time prior to its use by giving written notice to the Secretary of the Company, by executing a revised proxy at a later date or by attending the Meeting and voting in person. Proxies in the form enclosed, unless previously revoked, will be voted at the Meeting in accordance with the specifications made thereon or, in the absence of such specifications in accordance with the recommendations of the Board.

Securities Outstanding; Votes Required

As of the close of business on the Record Date there were 8,767,4208,747,753 shares of Common Stock outstanding. As of the Record Date, no shares of preferred stock were issued or outstanding. Stockholders are entitled to one vote for each share of Common Stock owned. The affirmative vote of a majority of the shares of Common Stock present at the Meeting, in person or by proxy, is required for approval of the proposals. Shares of the Common Stock represented by executed proxies received by the Company will be counted for purposes of establishing a quorum at the Meeting, regardless of how or whether such shares are voted on any specific proposal.

Other Business

Our Board knows of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.

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Beneficial Ownership of Principal Stockholders, Officers and Directors

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS

The following table sets forth information regarding the beneficial ownership of our Common Stock as of July 1, 2015,the Record Date, by (i)(i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; (ii) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of commons stock; each of our named executive officers and directors; and all of our executive officers and directors as a group.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)(2)(3)(4)(5)	Percent of Class (6)
Lewis H. Titterton Jr. 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	658,441	7.39%
Robert A. Berman 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	691,994	7.38%
Dr. Amit Kumar 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	748,410	7.97%
Bruce F. Johnson 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	417,219	4.75%
Henry P. Herms 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	65,625	*
Dr. Andrea Belz 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	12,000	*
Dale Fox 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	12,000	*
All Directors and Executive Officers as a Group (6 persons)	2,605,689	25.20%
* Less than 1%.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)(2)(3)(4)	Percent of Class (5)
Lewis H. Titterton Jr. 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	734,504	8.17%
Robert A. Berman 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	748,909	7.92%
Dr. Amit Kumar 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	809,759	8.57%
Bruce F. Johnson 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	461,019	5.24%
Henry P. Herms 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	70,858	*
Dale Fox 12100 Wilshire Boulevard, Suite 1275 Los Angeles, CA 90025	24,000	*
All Directors and Executive Officers as a Group (6 persons)	2,849,049	27.10%

 

 

 

*		Less than 1%.
		(1)        A beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security or has the right to obtain such voting power and/or investment power within sixty (60) days.  Except as otherwise noted, each designated beneficial owner in this proxy statement has sole voting power and investment power with respect to the shares of Common Stock beneficially owned by such person.
		(2)        Includes 96,401149,067 shares, 23,33463,351 shares, 23,33463,351 shares, 22,80034,800 shares, 43,50024,000 shares, 12,000 shares, 12,00048,733 shares and 233,369383,302 shares which Lewis H. Titterton, Jr., Robert A. Berman, Dr. Amit Kumar, Bruce F. Johnson, Dale Fox, Henry P. Herms Dr. Andrea Belz, Dale Fox and all directors and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of options granted pursuant to the 2003 Share Incentive Plan and/or the 2010 Share Incentive Plan.
		(3)        Includes 6,666 shares, 13,332 shares, 13,332 shares and 33,330 shares that Robert A. Berman, Dr. Amit Kumar, Bruce F. Johnson and all directors and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of warrants purchased by them in the private placement on January 25, 2013.
		(4)        Includes 2,000 shares, 2,000 shares, and 4,000 shares that Lewis H. Titterton Jr., Dr. Amit Kumar, and all directors and executive officers as a group, respectively, have the right to acquire within 60 days upon exercise of warrants purchased by them in the registered direct offering on July 15, 2014.
		(5)	(4)        Includes 86,000 shares, 621,836640,000 shares, 621,836640,000 shares, 12,000 shares and 1,341,6721,378,000 shares which Lewis H. Titterton, Jr., Robert A. Berman, Dr. Amit Kumar, Bruce F. Johnson and all directors and executive officers as a group, respectively, respectively, have the right to acquire within 60 days pursuant to option agreements with the Company.
		(6)	(5)        Based on 8,767,4208,747,753 shares of Common Stock outstanding as of July 1, 2015. Excludes 37,952 shares of Common Stock that have been repurchased by the Company in the open market.Record Date.

Deadline for Submission of Stockholder Proposals for 2016 Annual Meeting of Stockholders

For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2016 Annual Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act. Such proposals must be received by the Company at its offices at 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 90025 no later than April 28, 2016.13, 2017.

Stockholders may present proposals intended for inclusion in our proxy statement for our 20162017 Annual Meeting of Stockholders provided that such proposals are received by the Secretary of the Company in accordance with the time schedules set forth in, and otherwise in compliance with, applicable SEC regulations, and the Company’sCompany’s Bylaws, as amended, as applicable. Proposals submitted not in accordance with such regulations will be deemed untimely or otherwise deficient; however, the Company will have discretionary authority to include such proposals in the 20162017 Proxy Statement.

Stockholder Communications

Stockholders wishing to communicate with the Board may direct such communications to the Board c/o the Company, Attn: Robert Berman. Mr. Berman will present a summary of all stockholder communications to the Board at subsequent Board meetings. The directors will have the opportunity to review the actual communications at their discretion.

Additional Information

Accompanying this Proxy Statement is a copy of the Company’sCompany’s Annual Report on Form 10-K for the year ended October 31, 2014.2015. Such Report includes the Company’sCompany’s audited financial statements for the 20142015 fiscal year and certain other financial information, which is incorporated by reference herein.

In addition, we are subject to certain informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information are available on the SEC’sSEC’s website at www.sec.gov. Stockholders who have questions in regard to any aspect of the matters discussed in this Proxy Statement should contact Dean Krouch,, Secretary of the Company, at 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 90025.90025.

PROXY

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PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS ROBERT BERMAN AND LEWIS TITTERTON,DR. AMIT KUMAR, AND EACH OF THEM, AS PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL THE SHARES OF COMMON STOCK OF ITUS CORPORATION HELD OF RECORD BY THE UNDERSIGNED ON JULY 1, 2015,JUNE 28, 2016, AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 26, 2015,23, 2016, OR ANY ADJOURNMENT THEREOF.

1.

Election of Lewis H. Titterton Jr., Robert A. Berman, Dr. Amit Kumar, Bruce F. JohnsonDale Fox, Dr. Arnold Baskies and Dale Fox,Dr. John Monahan, to hold office until the 2016 Annual Meeting of Stockholders or their successors are elected and qualified.

[    ]

FOR ALL THE NOMINEES

[    ]

WITHHOLD AUTHORITY FOR THE NOMINEES

[    ]

FOR ALL EXCEPT (see instructions)

 

[    ]      Lewis H. Titterton Jr.

[    ]

Robert A. Berman

[    ]

Dr. Amit Kumar

[    ] Bruce F. Johnson

Dale Fox

[    ]      Dale Fox

Dr. Arnold Baskies

[    ]

Dr. John Monahan

 

Instructions:to withhold authority for any individual nominee, mark “FOR“FOR ALL EXCEPT”EXCEPT” and fill in the circle next to the nominee you wish to withhold for.

2.

To ratify the appointment by the Board of Haskell & White LLP as the Company’sCompany’s independent registered public accounting firm for the fiscal year ending October 31, 2015:2016:

[    ] FOR

  [    ] FOR           [    ] AGAINST

[    ] ABSTAIN

3.

To approve a non-binding advisory vote on compensation of our named executive officers:

[    ] FOR

  [    ] AGAINST

[    ] ABSTAIN

The shares represented by this proxy, when properly executed, will be voted as specified by the undersigned stockholder(s). If this card contains no specific voting instructions, the shares will be voted FOR each of the directors and proposals described on this card.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

Please mark, sign, date and return this proxy promptly using the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ITUS CORPORATIONCORPORATION.

	Signature of Stockholder(s)
	Date

 

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When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign the corporate name by the

president or other authorized officer. If a partnership, please sign in the partnership name by an authorized person.

VOTE BY INTERNET— INTERNET—You may cast your vote by visiting http://www.proxyvote.com.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date.date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

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