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 effectiveat 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 | ||
