UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________

FORM 8-K

_________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 221, 2024

_________

ITERIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-08762	95-2588496
(State or other jurisdiction of	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
incorporation)	File Number)	Identification No.)

1250 S. Capital of Texas Hwy., Building 1, Suite 330
Austin, Texas		78746
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 716-0808

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	ITI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

~~Background~~On November 1, 2024 (the “Closing Date”), the transactions contemplated by that previously announced Agreement and Plan of Merger, dated as of August 8, 2024 (the “Merger Agreement”), by and among Iteris, Inc., a Delaware corporation (the “Company”), Almaviva S.p.A, an Italian Societá per azioni (“Parent”), and Pantheon Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), that provided for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation as an indirect wholly-owned subsidiary of Parent (the “Merger”) were completed.

As ~~previously~~a ~~disclosed,~~result ~~Iteris,~~of ~~Inc. (~~the ~~“Company”~~Merger, orat ~~“Iteris”)~~the ~~entered~~effective ~~into~~time ~~an Agreement and Plan~~ of the Merger (the “~~Merger~~Effective ~~Agreement~~Time”), ~~with~~each ~~Almaviva S.p.A.~~outstanding ~~(“Parent”),~~share ~~and~~of ~~Pantheon~~the ~~Merger~~Company’s ~~Sub~~common ~~Inc.~~stock, anpar ~~indirect~~value ~~wholly~~$0.10 ~~owned~~per ~~subsidiary~~share (the of“Company ~~Parent~~Common ~~(“Merger Sub~~Stock”), on(other ~~August~~than 8,(i) ~~2024.~~shares ~~The~~held ~~Merger~~directly ~~Agreement~~by ~~provides,~~the ~~among~~Company ~~other~~(including ~~things,~~as ~~and~~treasury ~~subject~~stock) toor ~~the~~held ~~terms~~directly ~~and~~by ~~conditions~~Parent ~~set~~or ~~forth therein, that~~ Merger Sub ~~will~~or beany ~~merged~~direct ~~with~~or ~~and into the Company, with the Company continuing as the surviving corporation and an~~ indirect ~~wholly owned~~ subsidiary of Parent ~~(the~~or “Merger~~”).~~ ~~On October 22~~Sub, ~~2024,~~and ~~Iteris~~(ii) shares held aby stockholders ~~special~~or ~~meeting~~beneficial ofowners ~~stockholders~~who ~~(“Special~~were ~~Meeting”)~~entitled to ~~consider~~and ~~certain~~have ~~proposals~~properly ~~relating~~exercised toappraisal ~~the~~rights ~~Merger~~for ~~Agreement.~~such ~~Such~~shares ~~proposals~~in ~~are~~accordance ~~described~~with, inand ~~more~~have ~~detail~~complied in ~~the~~all ~~Company’s~~respects ~~Definitive~~with, ~~Proxy~~Section ~~Statement~~262 ~~on Schedule~~of ~~14A,~~the ~~dated~~Delaware ~~September~~General 20Corporations Law, ~~2024~~as ~~(the~~amended) ~~“Definitive~~were automatically ~~Proxy~~canceled ~~Statement”),~~and ~~filed~~converted ~~with~~into the ~~Securities~~right ~~and~~to ~~Exchange~~receive ~~Commission~~$7.20 ~~(the~~in ~~“SEC”)~~cash, ~~and~~without ~~mailed~~interest toand ~~all~~less ~~stockholders~~applicable ofwithholding ~~record~~taxes of (the ~~Company~~“Merger Consideration”).

As a result of the ~~close~~Merger, ofat ~~business~~the onEffective ~~September 17~~Time, ~~2024,~~each ~~the~~option ~~record~~to ~~date~~purchase ~~for~~shares ~~the~~of ~~Special~~Company ~~Meeting~~Common Stock (~~the~~each, a “~~Record Date~~Company Option”), ~~there~~whether ~~were~~vested 43or unvested,~~042,277~~ outstanding ~~shares~~immediately ofprior ~~common~~to ~~stock~~the Effective Time was, ~~par~~automatically ~~value~~and ~~$0.10~~without ~~per~~any ~~share,~~required action on the part of ~~Iteris~~the ~~(“Iteris~~holder ~~common~~thereof ~~stock”)~~or ~~outstanding~~the Company, ~~each~~cancelled ofand ~~which~~converted ~~was~~into ~~entitled~~ the right to ~~one~~receive ~~vote~~(without oninterest) ~~each~~an ~~proposal~~amount atin ~~the~~cash ~~Special~~(subject to ~~Meeting.~~any Atwithholding taxes) equal to the ~~Special~~product ~~Meeting,~~of a(x) the total number of ~~31,067,182~~ shares of ~~Iteris~~Company ~~common~~Common ~~stock,~~Stock ~~representing~~underlying ~~approximately~~the ~~72.17%~~Company ofOption, multiplied by (y) the ~~outstanding~~excess, ~~shares~~if any, of ~~Iteris~~the ~~common~~Merger ~~stock~~Consideration ~~entitled~~over tothe ~~vote~~exercise asprice of ~~the~~such ~~Record~~Company ~~Date,~~Option. ~~were~~Any ~~present~~such inCompany ~~person~~Option orwith ~~represented~~respect byto ~~proxy,~~which ~~constituting~~the aexercise ~~quorum~~price subject thereto was equal to ~~conduct~~or ~~business~~greater than the Merger Consideration was cancelled for no consideration.

~~The~~As ~~number~~a result of ~~votes~~the ~~cast~~Merger, ~~for~~at the Effective Time, each outstanding award of the Company’s restricted stock units that at such time was subject solely to service-based vesting conditions (“Company RSUs”) became fully vested and ~~against~~was, asautomatically ~~well~~and aswithout ~~abstention~~any ~~votes~~required action on the part of the holder thereof, ~~with~~cancelled ~~respect~~and converted into the right to ~~each~~receive ~~proposal~~(without ~~presented~~interest) atan amount in cash (subject to any withholding taxes) equal to (x) the ~~Special~~total ~~Meeting~~number ~~were~~of asshares ~~follows:~~of Company Common Stock underlying such award of Company RSUs, multiplied by (y) the Merger Consideration.

~~Proposal~~As ~~No.~~a 1:result ~~Approval~~of the Merger, at the Effective Time, each outstanding award of the Company’s performance-based restricted stock units (“Company PSUs”) that at such time was subject to performance-based vesting conditions became vested as to the number of shares subject to such Company PSU that would become “Vesting Eligible PSUs” as of the Effective Time in accordance with the applicable award agreement (provided, that, (A) notwithstanding anything to the contrary contained in the applicable award agreement, the achievement percentage for any performance period that had commenced but had yet completed or had not yet commenced as of the Effective Time were set at “target” (or 100%) performance, and (B) for the avoidance of doubt, the multiplier under any Company PSU determined by reference to the price or Company Common Stock or total stockholder return was determined based on actual performance for the performance period in accordance with the applicable award agreement), and, after giving effect to such vesting, were automatically cancelled and converted into the right to receive (without interest) an amount in cash (subject to any withholding taxes) equal to (x) the number of vested shares of Company Common Stock underlying such Company PSUs, multiplied by (y) the Merger ~~Agreement~~Consideration. Any Company PSUs that did not vest in accordance with the foregoing were terminated as of the Effective Time for no consideration.

The ~~Company’s~~aggregate ~~stockholders~~consideration ~~approved~~paid ~~the~~by ~~proposal~~Parent to ~~adopt~~acquire the ~~Merger~~Company ~~Agreement~~Common ~~and~~Stock ~~thereby~~was ~~approve~~approximately ~~the~~$337,346,859.72 ~~transactions~~million ~~contemplated~~(including byamounts ~~the~~payable ~~Merger~~to ~~Agreement,~~the ~~including~~holders ~~the~~of ~~Merger~~the Company Options, Company RSUs and Company PSUs, as ~~follows:~~described above).

Votes For		Votes Against		Abstentions
30,606,150		425,369		35,663

The above-description of the Merger Agreement and the transactions contemplated thereby, is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated into this Current Report on Form 8-K by reference in its entirety.

~~Consequentially, the Company, Parent and Merger Sub anticipate the transactions contemplated by the Merger Agreement, including the Merger, will close on or about November~~ 1~~, 2024, subject to the satisfaction of customary closing conditions, as described in more detail in the Definitive Proxy Statement.~~

~~Proposal~~Item No3.01. 2:Notice ~~Adjournment~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The ~~Company’s~~information ~~stockholders~~set ~~approved~~forth ~~the~~in ~~proposal~~Item to2.01 ~~adjourn~~of ~~the~~this ~~Special~~Current ~~Meeting,~~Report ifon ~~necessary,~~Form to8-K ~~solicit~~is ~~additional~~incorporated ~~proxies~~by toreference ~~adopt~~into ~~the~~this ~~Merger~~Item ~~Agreement, as follows:~~3.01.

Votes For		Votes Against		Abstentions
28,884,372		2,150,078		32,732

On November 1, 2024, the Company notified the NASDAQ Capital Market (“Nasdaq”) that the Merger had been completed. The Company also requested that Nasdaq suspend trading of the Company Common Stock and file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Company Common Stock from Nasdaq and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file a Form 15 with the SEC requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~However,~~Item ~~because Proposal No~~3.03. 1Material Modification to ~~adopt~~Rights ~~the Merger Agreement was approved, the adjournment~~ of ~~the~~Security ~~Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not adjourned~~Holders.

~~Proposal~~The Noinformation set forth in Items 2.01, 3:.01, ~~Advisory~~5.01 ~~Vote~~and 5.03 of this Current Report on ~~Merger~~Form 8-~~Related~~K ~~Named~~is ~~Executive~~incorporated ~~Officer~~by ~~Compensation~~reference into this Item 3.03.

~~The~~Item ~~Company’s~~5.01. ~~stockholders~~Changes ~~approved, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers~~ in ~~connection~~Control ~~with~~of ~~the Merger as follows:~~Registrant.

Votes For		Votes Against		Abstentions
26,216,424		4,704,427		146,331

The information set forth in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~Item~~As ~~8.01~~a ~~Other~~result ~~Events~~of the Merger, a change of control of the Company occurred and, at the Effective Time, the Company became an indirect wholly owned subsidiary of Parent.

OnItem ~~October~~5.02. ~~23,~~Departure ~~2024,~~of ~~Iteris~~Directors ~~issued~~or aCertain ~~press~~Officers; ~~release~~Election ~~announcing~~of ~~the~~Directors; ~~results~~Appointment of ~~the~~Certain ~~Special~~Officers; ~~Meeting.~~Compensatory AArrangements ~~copy~~ of ~~this~~Certain ~~press release is attached hereto as Exhibit 99~~Officers.~~1 to this report and is incorporated by reference herein.~~

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.

In connection with the consummation of the Merger, each of Kerry A. Shiba, Todd Kreter and William M. Cousins, each an officer of the Company immediately prior to the Effective Time, will continue to serve in their existing capacity as an officer of the Company as of the Effective Time. In addition, J. Joseph Bergera, the Chief Executive Officer, President and Director of the Company immediately prior to the Effective Time, will serve as President and Chief Executive Officer of the Company as of the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation”). At the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 (the “Bylaws”).

~~Item~~The ~~9.01~~above ~~Financial~~descriptions ~~Statements~~of each of the Certificate of Incorporation and the Bylaws, as applicable, are only a summary, do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Certificate of Incorporation and the Bylaw, as applicable, copies of which are attached hereto as Exhibits 3.1 and 3.2. respectively, and are incorporated into this Current Report on Form 8-K by reference in their entirety.

~~Exhibits~~Item 7.01. Regulation FD Disclosure.

Exhibit No.		Description
99.1		Press Release, dated October 23, 2023.

On November 1, 2024 the Company released a press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

~~***~~The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

~~Forward~~Item ~~Looking~~9.01. Financial Statements and Exhibits.

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Iteris, Inc. (~~“Iteris”~~d) ~~or its management is discussing its beliefs, estimates or expectations~~Exhibits. Such statements generally include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates,” “continues,” “may,” “plan,” “will,” “goal,” or similar expressions. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, many of which are outside Iteris’ control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to satisfy the conditions to the consummation of the proposed transaction; (2) the risk that the Merger Agreement may be terminated in circumstances requiring Iteris to pay a termination fee; (3) the risk that the proposed transaction disrupts Iteris’ current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the proposed transaction on the ability of Iteris to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the proposed transaction on Iteris’ operating results and business generally; (6) the significant costs, fees and expenses related to the proposed transaction; (7) the risk that Iteris’ stock price may decline significantly if the proposed transaction is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against Iteris and/or its directors, executive officers or other related persons; and (9) other factors that could affect Iteris’ business such as, without limitation, inflationary cost pressure in labor, supply chain, energy, and other expenses, disruptions resulting from deployment of systems, changing market conditions, competition and demand for services, the market acceptance of our products and services, competition, the impact of any current or future litigation, the impact of recent accounting pronouncements, the impacts of ongoing and new supply chain constraints, the status of our facilities and product development, reliance on key personnel, general economic conditions, including rising interest rates, the impact of any current or future volatility or instability in national or international political conditions, any shutdown of the United States federal government, future impacts of COVID-19 or other future pandemics, changes in governmental regulation, personnel or budgetary constraints or policies and political agendas, the availability of project funding or other project budget issues, and operational risks, including cybersecurity incidents. .

If the proposed transaction is consummated, Iteris’ stockholders will cease to have any equity interest in Iteris and will have no right to participate in its earnings and future growth. Other factors are identified and described in more detail in Iteris’ Annual Report on Form 10-K for the year ended March 31, 2024 as well as Iteris’ subsequent filings and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on Iteris’ projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Iteris undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 8, 2024, by and among Iteris, Inc., Almaviva S.p.A and Pantheon Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K filed by iStar Inc. on August 9, 2024).
3.1		Amended and Restated Certificate of Incorporation of Iteris, Inc.
3.2		Amended and Restated Bylaws of Iteris, Inc.
99.1		Press Release of Iteris, Inc. issued November 1, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~ITERIS, INC.~~	ITERIS, INC.
Date: October 23, 2024	By:	/s/ KERRY A. SHIBA
Date:	November 1, 2024	By:	/s/ Kerry A. Shiba
		~~Kerry A. Shiba~~	Kerry A. Shiba
		~~Senior Vice President and Chief Financial Officer, Treasurer, and Secretary~~	Senior Vice President and Chief Financial Officer, Treasurer, and Secretary

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