Table of Contents

PROSPECTUSThe information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

246,250 SharesSubject to completion, dated December 23, 2019

ITERIS, INC.

1,196,363 Shares of Common Stock

This prospectus relates to the dispositionresale of up to 1,196,363 shares of common stock, par value $0.10 per share, of Iteris, Inc., a Delaware corporation (the “Company”), that may be sold from time to time of a total of 246,250 shares of the common stock of Iteris, Inc. or interests therein by the selling stockholders listednamed in this prospectus (the “Selling Stockholders”).

The shares of common stock offered under this prospectus consist of (i) an aggregate of 753,831 shares of common stock issued to the Selling Stockholders on page 15July 2, 2019 as consideration for the Company’s purchase of all of the outstanding shares of Albeck Gerken, Inc. (“AGI”) pursuant to a Stock Purchase Agreement, dated June 10, 2019, by and their transferees.  The prices at whichamong the sellingCompany, AGI and the stockholders may sell or otherwise dispose of theirAGI (the “Purchase Agreement”), (ii) an aggregate of 114,943 shares or interests therein will be determinedof common stock issued to the Selling Stockholders on July 2, 2019 pursuant to the terms of the Purchase Agreement and held in escrow to secure the performance of certain post-closing obligations of the Selling Stockholders, and (iii) up to 327,589 shares of common stock issuable to the Selling Stockholders as payment of retention bonuses pursuant to certain Retention Bonus Agreements, each dated June 20, 2019, by and between the selling stockholders.  Company and each of the Selling Stockholder party thereto.

We will not receive any of the proceeds from the sale of these shares.any of the shares of common stock by the Selling Stockholders.

Our common stock is listedtraded on the American Stock ExchangeNasdaq Capital Market under the symbol “ITI”.“ITI.” On November 14, 2006December 20, 2019, the last reported saleclosing price forof our common stock on the Nasdaq Capital Market was $2.35 per share.$5.00.

You should carefully consider the risk factors beginningInvesting in our securities involves a high degree of risk. See “Risk Factors” on page 35 and the information referred to therein for a discussion of this prospectus before purchasing any of therisks applicable to us and an investment in our common stock offered by this prospectus.stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     November 15, 2006., 2019

·                  shortages announced by suppliers;

·                  announcements of technological innovations or new products or applications by our competitors, customers or us;

·                  transitions to new products or product enhancements;

·                  acquisitions of businesses, products or technologies;

·                  the impact of any litigation;

·                  changes in investor perceptions;

·                  government funding, political agendas and other budgetary issues;

·                  changes in earnings estimates or investment recommendations by securities analysts; and

·                  international conflicts, political unrest and acts of terrorism.

In addition, options to purchase an aggregate of approximately 1.5 million shares of our common stock at a weighted average price of $0.53 per share terminate on or prior to September 30, 2007.  Our common stock has traditionally been thinly traded. The exercise of these options and the sale of a large number of shares of our common stock could cause our stock price to decline.

The stock market in general has recently experienced volatility, which has particularly affected the market prices of equity securities of many technology companies. This volatility has often been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our common stock. In the past, companies that have experienced volatility in the market price of their securities have been the subject of securities class action litigation. If we were to become the subject of a class action lawsuit, it could result in substantial losses and divert management’s attention and resources from other matters.

Our International Business Operations May Be Threatened By Many Factors That Are Outside Of Our Control. We currently market our AutoVue and Vantage products internationally and we anticipate that our international operations will expand in the near future. International business operations are subject to various inherent risks including, among others:

·                  currency fluctuations and restrictions;

·                  political, social and economic instability;

·                  longer accounts receivable payment cycles;

·                  import and export license requirements and restrictions of the United States and each other country in which we operate;

·                  unexpected changes in regulatory requirements, tariffs and other trade barriers or restrictions;

·                  the burdens of compliance with a wide variety of foreign laws and more restrictive labor laws and obligations;

·                  difficulties in managing and staffing international operations;

·                  potentially adverse tax consequences; and

·                  reduced protection for intellectual property rights in some countries.

All of our international sales are denominated in U.S. dollars. As a result, an increase in the relative value of the dollar could make our products more expensive and potentially less price competitive in international markets. We do not engage in any transactions as a hedge against risks of loss due to foreign currency fluctuations.

Any of the factors mentioned above may adversely affect our future international sales and, consequently, affect our business, financial condition and operating results. Furthermore, as we increase our international sales, our total revenues may also be affected to a greater extent by seasonal fluctuations resulting from lower sales that typically occur during the summer months in Europe and other parts of the world.

We Could Experience Negative Financial Impacts Arising From Developments In Contingencies Created Under Our Previous Structure Or By Former Subsidiaries. Although we divested ourselves of all business units, with the exception of our Iteris business, from time to time we could experience unforeseen developments in contingencies related to our former subsidiaries. For example, we recently entered into a settlement agreement in connection with a lawsuit brought against Mariner Networks, Inc., one of our former subsidiaries, by one of Mariner’s suppliers, pursuant to which we issued 88,912 shares of our common stock to this supplier (valued at $213,000 as of the date of issuance), paid this supplier $125,000 on October 20, 2006 and are required to pay an additional $350,000 in 36 equal monthly installments of $9,700 beginning in November 2006.  Although we are not aware of any other material contingencies, it is possible that other matters could be brought against us in connection with activities related to former subsidiaries and that such matters could materially and adversely affect our financial results and cash flows.

Some Of Our Directors, Officers And Their Affiliates Can Control The Outcome Of Matters That Require The Approval Of Our Stockholders, And Accordingly We Will Not Be Able To Engage In Certain Transactions Without Their Approval. As of September 30, 2006, our officers and directors owned approximately 14% of the outstanding shares of our common stock (and approximately 22% of our common stock when including options, warrants and other convertible securities held by them which are currently exercisable or convertible or will become exercisable or convertible within 60 days after September 30, 2006). As a result of their stock ownership, our management will be able to significantly influence the election of our directors and the outcome of corporate actions requiring stockholder approval, such as mergers and acquisitions, regardless of how our other stockholders may vote. This concentration of voting control may have a significant effect in delaying, deferring or preventing a change in our management or change in control and may adversely affect the voting or other rights of other holders of common stock.

Certain Anti-Takeover Provisions May Affect The Price Of Our Common Stock And Discourage A Third Party From Acquiring Us. Certain provisions of our certificate of incorporation and our stockholder rights plan could make it difficult for a third party to acquire us, even though an acquisition might be beneficial to our stockholders. Such provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. Underunder the terms of our certificate of incorporation, our Board of Directors is authorizedthe Purchase Agreement entered into with AGI and the Selling Stockholders to issue, without stockholder approval, up to 2,000,000 shares of preferred stock with voting, conversion and other rights and preferences superior to those of our common stock. Our future issuance of preferred stock could be used to discourage an unsolicited acquisition proposal. In addition, in March 1998, we adopted a stockholder rights plan and declared a dividend of preferred stock purchase rights to our stockholders. We amended this plan in May 2004. In the event a third party acquires more than 15% of the outstanding voting control of our company or 15% of our outstanding common stock, the holders of these rights will be able to purchase the junior participating preferred stock at a substantial discount off of the then current market price. The exercise of these rights and purchase of a significant amount of stock at below market prices could cause substantial dilution to a particular acquirer and discourage the acquirer from pursuing our company. The mere existence of a stockholder rights plan often delays or makes a merger, tender offer or proxy contest more difficult.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission.  You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.  Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.

This prospectus is part of a registration statement on Form S-3, that we filed withof which this prospectus is a part, to cover the SEC.  Pursuantresale of the 868,774 shares of common stock issued to the SEC rules,Selling Stockholders as Stock Consideration and up to 327,589 shares of common stock issuable to the Selling Stockholders as Retention Shares in connection with consummation of our acquisition of AGI.

The shares of common stock being offered by this prospectus which forms a partare solely for the account of the registration statement, doesSelling Stockholders. We will not contain allreceive any of the information in such registration statement.  You may read or obtain a copyproceeds from the sale of these shares by the Selling Stockholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the registration statement from the SECstatements contained in the manner described above.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents.  The informationthis prospectus or incorporated by reference is considered to be part ofinto this prospectus and information that we file later withcontain “forward-looking” statements within the SEC will automatically update and supersede this information.  The documents we incorporate by reference are:

1.                                       Our Annual Report on Form 10-K formeaning of Section 27A of the fiscal year ended March 31, 2006 filed with the SEC on June 29, 2006;

2.                                       Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the SEC on August 14, 2006;

3.                                       Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006;

4.                                       Our Current Reports on Form 8-K filed with the SEC on July 26, 2006, August 21, 2006, October 3, 2006, October 19, 2006 and October 20, 2006; and

5.                                       The descriptionSecurities Act of our common stock (including the description of our preferred stock purchase rights) contained in our registration statement on Form 8-A filed with the SEC on December 8, 2004, including any amendment or report filed for the purpose of updating such description.

In addition, we incorporate by reference all reports and other documents that we file with the SEC under Sections 13(a)1933, as amended (the “Securities Act”), 13(c), 14 or 15(d)Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Forward-looking statements include statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as, but not limited to, “anticipate,” “believe,” “expect,” “intend,” “estimate,” “predict,” “project,” “may,” “might,” “should,” “would,” “will,” “likely,” “will likely result,” “continue,” “could,” “future,” “plan,” “possible,” “potential,” “target,” “forecast,” “goal,” “observe,” “seek,” “strategy” and other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward looking. The forward-looking statements in this prospectus reflect our current views with respect to future events and financial performance.

Forward-looking statements are not historical factors and should not be read as a guarantee or assurance of future performance or results, and will not necessarily be accurate indications of the times at, or by, or if which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs, expectations and assumptions as of that time with respect to future events. Because forward-looking statements relate to the future, they are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include:

·                  our dependence on government contracts and subcontracts, which expose us to state and local budgetary issues and fixed price contracts;

·                  our ability to successfully expand our Agriculture and Weather Analytics capabilities to address the digital agricultural market;

·                  our ability to achieve and sustain profitability in the future;

·                  our ability to maintain adequate utilization of our Transportation Systems workforce;

·                  our ability to successfully manage the integration of AGI and other acquisitions;

·                  our ability to raise additional capital in the future;

·                  our participation in the software development market and ability to handle various technical and commercial challenges;

·                  our ability to keep pace with rapid technological changes and evolving industry standards;

·                  our ability to develop and introduce new products and product enhancements in a cost-effective and timely manner, and achieve market acceptance of our new products;

·                  the ability of our security measures to protect our customer’s personal and/or proprietary data;

·                  our ability to operate in highly competitive markets against more established companies;

·                  our ability to adequately protect and enforce our intellectual property rights;

·                  our ability to successfully secure new contracts and renew existing contracts;

·                  traffic related litigation that may be commenced against us;

·                  our ability to attract and retain key personnel, including senior management;

·                  our ability to protect our management information systems and databases against system security failures, cyber threats or the potential failure of, or lack of access to, our Enterprise Resource Planning system;

·                  our ability to manage variability in revenues;

·                  our reliance on estimates in in measuring progress to completion of performance obligations for our Transportation Systems revenues;

·                  declines in the value of securities held in our investment portfolio;

·                  compliance of our internal controls with the requirements of the Sarbanes-Oxley Act;

·                  variability in our quarterly operating results;

·                  threats to our international business operations that are outside of our control;

·                  the volatility of the trading price of our common stock; and

·                  provisions of our charter documents that may discourage a third party from acquiring us.

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this prospectus will in fact transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described herein and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.

We undertake no obligation to update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to our company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures we make on related subjects in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our other filings with the SEC. Also note that we provide a cautionary discussion of risks and uncertainties relevant to our business under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and under “Item 1A Risk Factors” in our most recent Quarterly Report on Form 10-Q.. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.

SELLING STOCKHOLDERS

We are registering for resale an aggregate of 1,196,363 shares of our common stock (the “Shares”) by the Selling Stockholders. We are registering these Shares to permit the Selling Stockholders and their pledgees, donees, transferees and other successors-in-interest that receive Shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the Shares when and prior to the termination of this offering and all such reports and documents will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents.  We expressly exclude from such incorporation information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K.  Any statement incorporated herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference.  Requests for documents should be submitted in writing to the Secretary, at Iteris, Inc., 1515 South Manchester Avenue, Anaheim, California 92802, or by telephone at (714) 774-5000.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management.  In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.  We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.”  Given these uncertainties, you should not place undue reliance on these forward-looking statements.  Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus.  You should read this prospectus and the documents that we incorporate by reference into this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.  Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes availablethey deem appropriate in the future.

USE OF PROCEEDS

The shares of common stock covered by this prospectus will be sold or otherwise disposed of by the selling stockholders, and the selling stockholders will receive all of the proceeds from dispositions of such shares or interests therein.  We will not receive any proceeds from the disposition of the shares covered by this prospectus or interests therein.  However, we will receive the proceeds from any exercise of the warrants by payment of cash by the selling stockholders, which proceeds would be used for our general corporate purposes.

SELLING STOCKHOLDERS

The shares covered by this prospectus are issuable to the selling stockholders upon the exercise of warrants to purchase shares of our common stock.  The warrants, which were issued on September 28, 2006, are immediately exercisable, have an exercise price of $3.25 per share, subject to adjustment in specified circumstances and expire in September 2011.  We may redeem all of the warrants, at a price of $0.01 per share of common stock then purchasable pursuant to the warrants, if the closing bid price of one share of our common stock equals or exceeds $6.50 for 20 consecutive trading days after the registration statement of which this Prospectus is a part is declared effective and certain other conditions are met, subject to the rights of the holders thereof to exercise the warrants prior to the redemption date.  In order to exercise this redemption option, we must redeem all of the warrants on the same terms.

We agreed to effect a shelf registration (of which this prospectus is a part) to register all of the shares issuable upon exercise of the Warrants to permit selling stockholders and their donees, pledgees, transferees or other successors-in-interest to dispose of their shares or interests therein from time to time.

This prospectus also covers any additional shares of common stock which become issuable in connection with the shares being registered by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increasemanner described in the number“Plan of our outstanding shares of common stock.  In addition, this prospectus covers the preferred stock purchase rights which currently trade with the common stock and entitle the holder to purchase additional shares of common stock under certain circumstances.  See “Risk Factors — Certain Anti-Takeover Provisions May AffectDistribution”.  The Price Of Our Common Stock And Discourage A Third Party From Acquiring Us.”

Except as otherwise indicated in the footnotes, the following table sets forthforth:

·                  the name and address of each Selling Stockholder;

·                  the number of shares of our common stock that the Selling Stockholder beneficially owned prior to the offering for resale of the Shares under this prospectus,

·                  the maximum number of Shares that may be offered for resale for the account of the Selling Stockholders under this prospectus, and

·                  the number and percentage of shares of common stock to be beneficially owned by the selling stockholdersSelling Stockholders after the offering of the Shares (assuming all of the offered Shares are sold by the Selling Stockholders).

On July 2, 2019, pursuant to the Purchase Agreement, we issued an aggregate of 868,774 shares of our common stock to the Selling Stockholders as payment of November 1, 2006, based onthe Stock Consideration in connection with our acquisition of AGI and we agreed to issue up to 327,589 shares of restricted common stock to the selling stockholders’ representations regarding their ownership.  We cannot estimateSelling Stockholders as partial payment of  retention bonuses pursuant to certain Retention Bonus Agreements, each dated June 20, 2019, by and between the Company and the Selling Stockholder party thereto.

Other than Jeffrey Gerken, who is an officer of AGI, and the transactions undertaken in connection with our acquisition of AGI, none of the Selling Stockholders has been an officer or director of us or any of our predecessors or affiliates within the last three years, nor has any Selling Stockholder had a material relationship with us within the last three years.  None of the Selling Stockholders is a broker-dealer or an affiliate of a broker-dealer, who should be identified as an underwriter.

Each Selling Stockholder may offer for sale all or part of the Shares from time to time. The table below assumes that the Selling Stockholders will sell all of the Shares offered for sale. A Selling Stockholder is under no obligation, however, to sell any Shares pursuant to this prospectus.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares that will be held by the selling stockholders after completion of this offering because the selling stockholders may sell all or some of their shares and because there currently are no agreements, arrangements or understandings with respect to the sale of any of the selling stockholders’ shares.  For purposes of the table below, we assume that all sharesbeneficially owned by the selling stockholders which are offered by this prospectus will be sold.

Except as indicated in this section, we are not aware of any material relationship between usa person and the selling stockholders within the past three years other than as a result of the selling stockholders’ beneficialpercentage ownership of our common stock. 

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares ofexercisable into our common stock, or interests in shares of common stock received afterconvertible or exercisable within 60 days following the date of this prospectus, from a selling stockholder as a gift, pledge, partnership distribution or other transfer,are deemed beneficially owned by such person.

(1) The address for each Selling Stockholder is 1907 N US 301, Suite 120, Tampa, FL 33619.

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stockShares being offered under this prospectus on any stock exchange, market or trading facility on which the sharesShares of our common stock are traded or in private transactions. These dispositionssales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholdersSelling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:the Shares:

·                  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·                  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·                  purchases by a broker-dealer as principal and resaleresales by the broker-dealer for its account;

·                  an exchange distribution in accordance with the rules of the applicable exchange;

·                  privately negotiated transactions;

·                  to cover short sales effectedmade after the date that the registration statement of which this Prospectusprospectus is a part is declared effective by the SEC;

·                  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·broker-dealers may agree with the selling stockholdersSelling Stockholders to sell a specified number of such shares at a stipulated price per share; and

·                  firm commitment underwritten transactions;

·                  a combination of any suchof these methods of sale.sale; and

·                  any other method permitted pursuant to applicable law

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.  The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.  The selling stockholdersShares may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities.  The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any.  Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.  We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance uponsold under Rule 144 under the Securities Act, if available for a Selling Stockholder, rather than under this prospectus. The Selling Stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of 1933, provided that they meetShares if it deems the criteria and conformpurchase price to the requirements of that rule.be unsatisfactory at any particular time.

The selling stockholdersSelling Stockholders may pledge their Shares to their respective brokers under the margin provisions of customer agreements. If a Selling Stockholder defaults on a margin loan, the broker may, from time to time, offer and any underwriters,sell the pledged Shares.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers or agents thatto participate in the sale of the common stock or interests thereinsales. Broker-dealers may be “underwriters” within the meaning of Section 2(11) of the Securities Act.  Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act.  Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicablereceive commissions or discounts with respectfrom the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular offer willbroker or dealer may be set forth in an accompanyingexcess of customary commissions to the extent permitted by applicable law.

If sales of Shares offered under this prospectus supplement or, if appropriate,are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The Selling Stockholders and any broker-dealers or agents that includesare involved in selling the Shares offered under this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stockprospectus may be solddeemed to be “underwriters” within the meaning of the Securities Act in connection with these jurisdictions only through registeredsales. Commissions received by these broker-dealers or licensed brokersagents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or dealers.  In addition, in some statesdiscounts under the common stockSecurities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell Shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.

The Selling Stockholders and any other persons participating in the sale or distribution of the Shares offered under this prospectus will be sold unless it has been registeredsubject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the Selling Stockholders or qualifiedany other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such

distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the Shares.

If any of the Shares offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or an exemption from registrationprospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the Selling Stockholders will sell all or qualification requirements is available and is complied with.any portion of the Shares offered under this prospectus

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may applyagreed to sales of shares in the marketpay all fees and expenses we incur incident to the activitiesregistration of the Shares being offered under this prospectus. However, the Selling Stockholders and purchaser are responsible for paying any discounts, commissions and similar selling stockholdersexpenses it incurs.

We and their affiliates.  In addition,the Selling Stockholders have agreed to the extent applicable we will make copies ofindemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.  The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutesforms a part effective untilat all times for a period of four (4) years.  The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the earlier of (1) such time as allShares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

DESCRIPTION OF OUR COMMON STOCK

The following summary of the shares covered by this prospectus have been disposedterms of pursuantour common stock does not purport to be complete and is subject to and qualified in accordanceits entirety by reference to our Restated Certificate of Incorporation, or certificate of incorporation, and Restated Bylaws, or bylaws, copies of which are on file with the SEC as exhibits to registration statements previously filed by us. See “Where You Can Find More Information.”

General

Our authorized capital stock consists of 70,000,000 shares of common stock, $0.10 par value per share, and 2,000,000 shares of preferred stock, $1.00 par value per share. As of December 20, 2019, we had 40,580,990 shares of common stock outstanding, and 5,995,900 shares of common stock, issuable upon the exercise of stock options outstanding at a weighted average exercise price of $3.94 per share, 409,736 shares of restricted stock units issuable upon vesting, and an aggregate of 1,911,755 additional shares of common stock reserved for issuance under our 2016 Omnibus Equity Incentive Plan.

The following summary of the rights of our common stock is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation and Restated Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Voting Rights

Holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders.  Holders of our common stock are not entitled to cumulate their votes.

Dividends and Liquidation

Subject to limitations under applicable law and preferences that may apply to any outstanding shares of our preferred stock, holders of the common stock are entitled to receive dividends when, as and if declared by the Board out of funds legally available therefor.  In the event of the Company’s liquidation, dissolution or (2)winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for any preferred stock having preference over the common stock.  Holders of shares of common stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the common stock.

Rights and Preferences

The common stock has no preemptive, conversion or other rights to subscribe for additional securities. There are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable

All outstanding shares of our common stock are, and all shares of common stock to be outstanding upon completion of the offering will be, validly issued, fully paid and nonassessable.

Certificate of Incorporation and Bylaw Provisions

See “Certain Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws” for a description of provisions of our certificate of incorporation and bylaws which may have the effect of delaying changes in our control or management.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company Inc.

CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

Delaware Takeover Statute

We are subject to Section 203 of the DGCL. This statute regulating corporate takeovers prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for three years following the date that the stockholder became an interested stockholder, unless:

·                  prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

·                  the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

·on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

·                  any merger or consolidation involving the corporation and the interested stockholder;

·                  any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

·                  subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or

·                  the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Certificate of Incorporation and Bylaw Provisions

Provisions of our certificate of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of our company by means of a tender offer, a proxy contest or otherwise. These provisions may also make the removal of incumbent officers and directors more difficult. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of Iteris to first negotiate with us. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions may make it more difficult for stockholders to take specific corporate actions and could have the effect of delaying or preventing a change in our control. In particular, our certificate of incorporation and bylaws provide for the following:

Special Meetings of Stockholders. Special meetings of our stockholders may be called only by the chairman of the board of directors, our president, a majority of the members of the board of directors, or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the special meeting.

Advance Notice Requirement.  Stockholder proposals to be brought before an annual meeting of our stockholders must comply with advance notice procedures. These advance notice procedures require timely notice and apply in several situations, including stockholder proposals and nominations of persons for election to the board of directors. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year.

Amendment of Bylaws and Certificate of Incorporation. The approval of not less than 66 2/3% of the outstanding shares of our capital stock entitled to vote is required to amend provisions of our bylaws discussed above under “Advance Notice Requirement”. This provisions could make it more difficult to circumvent the anti-takeover provisions of our certificate of incorporation and our bylaws.

Issuance of Undesignated Preferred Stock. Our board of directors is authorized to issue, without further action by the stockholders, up to 2,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors. We currently have 100,000 shares of preferred stock designated as Series A Junior Participating Preferred Stock. As of the date of this prospectus, we did not have any shares of preferred stock outstanding. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

Limitation of Liability and Indemnification of Officers and Directors

As permitted by Section 102 of the DGCL, we have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

·                  any breach of the director’s duty of loyalty to us or our stockholders;

·                  any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

·                  pursuant to Section 174 of the General Corporation Law of the State of Delaware; or

·                  any transaction from which the sharesdirector derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the DGCL, our bylaws provide that:

·                  we may indemnify our directors, officers, and employees to the fullest extent permitted by the DGCL, subject to limited exceptions;

·                  we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

·                  the rights provided in our bylaws are not exclusive.

We have entered, and intend to continue to enter, into separate indemnification agreements with each of our directors and officers which may be sold pursuantbroader than the specific indemnification provisions contained in the DGCL. These indemnification agreements may require us, among other things, to Rule 144(k)indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also may require us to advance any expenses incurred by the Securities Act.directors or officers as a result of any proceeding against them as to which they could be indemnified. At present, we are not aware of any pending or threatened litigation or proceeding involving a director, officer, employee or agent in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification. We have also purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

LEGAL MATTERS

The legality of

Loeb & Loeb LLP, Los Angeles, California, will issue an opinion about certain legal matters with respect to the shares offered hereby will be passed upon for Iteris by Dorsey & Whitney LLP, Irvine, California.securities.

EXPERTS

The consolidated financial statements as of March 31, 2019 and schedule2018, and for the years ended March 31, 2019 and 2018 incorporated by reference in this prospectusProspectus, and registration statementthe effectiveness of Iteris Inc. and subsidiary’s internal control over financial reporting for the year ended March 31, 2019 have been audited by McGladreyDeloitte & Pullen,Touche LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report, and are incorporated by reference in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

Ernst & Young LLP, our previous independent registered public accounting firm, have audited our consolidated financial statements and schedule for the year ended March 31, 2004 included in our Annual Report on Form 10-K for the year ended March 31, 2006, as set forthstated in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement.herein. Such consolidated financial statements and schedule arehave been incorporated by reference in reliance on Ernst & Young LLP’supon the report of such firm given onupon their authority as experts in accounting and auditing.

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