SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
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Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
95-2588496
(I.R.S. Employer
Identification Number) |
|
Austin, TX 78746
(512) 716-0808
Senior Vice President and Chief Financial Officer, Treasurer and Secretary
Iteris, Inc.
1250 S. Capital Texas Hwy., Building 1, Suite 330
Austin, TX 78746
(512) 716-0808
Steven B. Stokdyk, Esq.
Latham & Watkins LLP
10250 Constellation Blvd., Suite 1100
Los Angeles, CA 90067
(424) 653-5500
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Large accelerated filer ☐
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| | Accelerated filer ☒ | |
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Non-accelerated filer ☐
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| | Smaller reporting company ☒ | |
| | | | Emerging growth company ☐ | |
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COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS
1250 S. Capital of Texas Hwy., Building 1, Suite 330
Austin, TX 78746
Attention: Corporate Secretary
(512) 716-0808
INFORMATION NOT REQUIRED IN PROSPECTUS
| | |
Amount to
be Paid |
| |||
Securities and Exchange Commission registration fee
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| | | $ | 22,140 | | |
FINRA filing fee
|
| | | | (1) | | |
Printing and engraving expenses
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| | | | (1) | | |
Legal fees and expenses
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| | | | (1) | | |
Accounting fees and expenses
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| | | | (1) | | |
Blue Sky, qualification fees and expenses
|
| | | | (1) | | |
Transfer agent fees and expenses
|
| | | | (1) | | |
Miscellaneous
|
| | | | (1) | | |
Total
|
| | | $ | (1) | | |
Exhibit
Number |
| |
Description
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| |
Where Located
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1.1* | | | Form of Underwriting Agreement | | | * | |
3.1 | | | | | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-08762), as filed with the SEC on October 15, 2018 | | |
3.2 | | | | | Incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-08762), as filed with the SEC on August 7, 2018 | | |
4.1 | | | | | Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-08762), as filed with the SEC on December 8, 2004 | | |
4.2 | | | | | Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-08762) for the year ended for the year ended March 31, 2024, as filed with the SEC on June 13, 2024 | | |
4.3 | | | Form of Preferred Stock Certificate | | | * | |
4.4 | | | Form of Equity Warrant | | | * | |
4.5 | | | Form of Unit | | | * | |
4.6 | | | | | Filed herewith | |
Exhibit
Number |
| |
Description
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| |
Where Located
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5.1 | | | | | Filed herewith | | |
23.1 | | | | | Filed herewith | | |
23.2 | | | | | Contained in Exhibit 5.1 filed herewith this registration statement | | |
24.1 | | | | | Included in the signature pages to this registration statement | | |
25.1 | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended. | | | * | |
107 | | | | | Filed herewith | |
(principal executive officer)
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Signature
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Title
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| |
Date
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/s/ Joe Bergera
Joe Bergera
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| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
June 21, 2024
|
|
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/s/ Kerry A. Shiba
Kerry A. Shiba
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| | Sr. Vice President and Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) | | |
June 21, 2024
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|
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/s/ Thomas L. Thomas
Thomas L. Thomas
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| | Chair of the Board | | |
June 21, 2024
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|
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/s/ Gary Hall
Gary Hall
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| | Director | | |
June 21, 2024
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|
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/s/ Gerard M. Mooney
Gerard M. Mooney
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| | Director | | |
June 21, 2024
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Signature
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| |
Title
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| |
Date
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/s/ Laura L. Siegal
Laura L. Siegal
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| | Director | | |
June 21, 2024
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/s/ Kimberly L. Valentine-Poska
Kimberly L. Valentine-Poska
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| | Director | | |
June 21, 2024
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/s/ Dennis W. Zank
Dennis W. Zank
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| | Director | | |
June 21, 2024
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