SEC Company Response from ITERIS, INC. (ITI) (CIK 0000350868) — Feb 11, 2020
ITERIS, INC. (ITI) (CIK 0000350868)
Date: Feb. 11, 2020 · CIK: 0000350868 · Accession: 0001493152-20-002005
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File numbers found in text: 333-235699
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CORRESP
1
filename1.htm
ITERIS,
INC.
1700
Carnegie Avenue, Suite 100
Santa Ana, CA 92705
February
11, 2020
Filed
via Edgar
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Re:
Iteris,
Inc.
Registration
Statement on Form S-3 (File No. 333-235699)
Acceleration Request
Requested Date:
Wednesday, February 12, 2020
Requested Time:
5:00 p.m. Eastern Time
Ladies
and Gentlemen:
Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we hereby respectfully
request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-235699)
(the “Registration Statement”) of Iteris, Inc. (the “Registrant”), so that such Registration
Statement will be declared effective at the Requested Date and Requested Time set forth above, or
as soon thereafter as is practicable.
The
Registrant understands that the staff of the U.S. Securities and Exchange Commission will consider this request for acceleration
as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the registered securities covered by the Registration
Statement.
Once
the Registration Statement is declared effective, please confirm the event orally with our outside legal counsel, Loeb & Loeb
LLP, by contacting Allen Z. Sussman at (310) 282-2375.
Thank
you for your assistance with this matter. If you have any questions regarding the foregoing, please do not hesitate to contact
Mr. Sussman directly.
Very truly yours,
ITERIS, INC.
By:
/s/ Joseph Bergera
Joseph Bergera
Chief Executive Officer