ITEX : Proxy Statement

ITEX CORPORATION

2022 PROXY STATEMENT

Notice of Annual Meeting of Stockholders

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Thursday, January 6, 2022

10:00 a.m.

ITEX Corporation, 15900 SE Eastgate Way, Suite 100, Bellevue, Washington 98008

The annual meeting of stockholders of ITEX Corporation ("ITEX" or the "Company") will be held at 10:00 a.m. local time on Thursday, January 6, 2022, at the ITEX corporate offices located at 15900 SE Eastgate Way, Suite 100, Bellevue, Washington 98008, for the following purposes:

1. To elect the three directors named in the proxy statement;
2. To approve the 2022 Equity Incentive Plan
3. To ratify the selection of Plante & Moran, PLLC as our independent auditors for fiscal year 2022;

4. To act on any other business that may properly come before the meeting and any adjournment thereof. Only stockholders of record at the close of business on November 12, 2021, the record date, are entitled to notice of, and to vote at, the annual meeting. For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the proxy materials, on your enclosed proxy card.

By Order of the Board of Directors

Steven White

Chairman of the Board

Bellevue, Washington

November 23, 2021

Important notice regarding the availability of proxy materials for the stockholder meeting to be held on January 6, 2022. The notice of internet availability of proxy materials, notice of meeting, and proxy statement are available at:

www.itex.com/ir/annualmeeting

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INFORMATION ABOUT THE MEETING AND VOTING

Why did ITEX make these proxy materials available?

The Board of Directors of ITEX Corporation has made these materials available to you because the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting of Stockholders which will be held on January 6, 2022, at 10:00 a.m. local time, at our corporate offices located at 15900 SE Eastgate Way, Suite 100, Bellevue, Washington 98008. This proxy statement includes information that is designed to assist you in voting your shares. We made these materials available to stockholders beginning on November 23, 2021. Our stockholders are invited to attend the annual meeting and are requested to vote on the proposals described in this proxy statement

Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on the record date, November 12, 2021 (the "record date"), are entitled to vote on matters that come before the meeting. At the close of business on the record date, we had 1,721,691 shares of common stock outstanding and entitled to be voted at the annual meeting. You may cast one vote for each share of common stock held by you on all matters presented at the annual meeting.

Why did I receive a one-page notice ("Notice") in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We are making this proxy statement available to our stockholders by providing access to these documents on the Internet. On or about November 23, 2021, we mailed a Notice to our stockholders containing information about the meeting and instructions on how to access our proxy materials over the Internet, and how to authorize your proxy to vote your shares online or by telephone. If you would like to receive a paper or email copy of the Company's proxy materials, you should follow the instructions in the Notice for requesting those materials.

If you previously elected to receive proxy materials electronically, we will send the Notice to you by email, to the last email address you have supplied to us. You will continue to receive stockholder communications electronically until you change this election.

How do I vote my shares?

Whether you hold your shares directly as the stockholder of record (your shares are registered directly in your name with our transfer agent), or beneficially in "street name" (you hold your shares through a bank, broker or other intermediary [a "custodian"]), you may direct your vote by proxy without attending the annual meeting. You can vote in one of the following ways:

• By Internet. Go to www.proxyvote.com;
• By telephone. Call toll-free at 1-800-690-6903; or
• By mailing your proxy. If you received a printed copy of these proxy materials by mail, you may vote by signing and mailing the enclosed voter instruction form.

Can I vote my shares in person at the Annual Meeting?

If you are a stockholder of record, you may vote your shares in person at the annual meeting. If you hold your shares in street name, you must obtain a legal proxy from your bank, broker or other intermediary giving you the right to vote the shares at the annual meeting.

What vote is required to approve each proposal?

With respect to Item 1, election of directors, the three nominees who receive the most votes will be elected. With respect to Items 2 and 3, approval of the proposal would require the affirmative vote of a majority of the votes cast.

Any shares not voted (whether by abstention, withheld vote, broker non-vote, or otherwise) are not counted in determining the outcome of the election or proposal.

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Can my shares be voted even if I abstain or don't vote by proxy or attend the Annual Meeting?

If you cast a vote of "abstention" on a proposal, your shares cannot be voted otherwise unless you later change your vote. Although they are considered to be present and entitled to vote at the annual meeting, abstentions will have no effect, since only votes "for" or "against" a proposal will be considered in determining the outcome. Abstentions are included in the determination of shares present for quorum purposes.

Your custodian is required to vote your shares on your behalf in accordance with your instructions. If you don't vote your shares held in street name, whether your shares can be voted by such person depends on the type of item being considered for a vote. The election of directors and the approval of the equity incentive plan are non- discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. The ratification of the appointment of Plante & Moran, PLLC as our independent auditing firm is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion. Accordingly, brokers will not be able to vote your shares for agenda Items 1 and 2 if you fail to provide voting instructions. If you do not provide instructions, a "broker non-vote" results, and the underlying shares will not be considered votes cast at the annual meeting. Broker non-votes will be counted for purposes of determining whether a quorum is present, but will not be counted in determining the number of shares necessary for approval.

If you submit your signed proxy card or voter instruction form, but none of the boxes are checked to indicate how your shares are to be voted, then your shares will be voted in accordance with the Board's recommendations set forth in this proxy statement (see page 6 and page 7).

What constitutes a quorum for the annual meeting?

The presence of the owners of 51 percent of the shares entitled to vote is required in order to conduct business at the annual meeting. Presence may be in person or by proxy. You will be considered part of the quorum if you voted on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail, or if you are present at the annual meeting. Abstentions and proxies submitted by brokers (even with limited voting power such as for discretionary matters only) will be considered "present" at the annual meeting and counted in determining whether there is a quorum present.

Can I change my vote after I have delivered my proxy?

You can change your vote by revoking your proxy at any time before it is exercised at the meeting in one of four ways:

• Vote again on the Internet or by telephone (only your latest proxy submitted prior to the meeting will be counted);
• Submit a proxy card with a later date;
• Notify the Corporate Secretary in writing before the annual meeting that you are revoking your proxy; or
• Vote in person at the annual meeting.

Attendance at the annual meeting will not automatically revoke your previously granted proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked. If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other intermediary. You may also change your vote or revoke your proxy in person at the annual meeting if you obtain a legal proxy from the record holder (broker, bank or other intermediary) giving you the right to vote the shares.

Where can I find voting results of the annual meeting?

We will post the voting results at www.otcmarkets.com within four business days of certification by the inspector.

How can I submit a proposal for the next annual meeting?

Our bylaws provide that for an eligible stockholder proposal to be considered for inclusion in ITEX's proxy statement for the next annual meeting, the written proposal must be delivered to the Corporate Secretary of ITEX at our principal executive offices not less than 90 nor more than 150 days before the anniversary of this year's proxy mailing date, unless the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days

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after the anniversary of this year's annual meeting. In that case, we must receive proposals not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th day following the day on which we first make a public announcement of the date of the meeting. To be in proper form, a stockholder's notice must include the specified information concerning the proposal as described in our bylaws. A copy of the bylaws is available on our corporate web site at www.itex.com on the "Investor Relations" page under the link "Governance - Corporate Bylaws."

How can I attend the annual meeting?

You are invited to attend the annual meeting only if you were a registered or beneficial owner of ITEX stock (or joint holder) as of the close of business on the record date or if you hold a valid proxy for the annual meeting. If you are a stockholder of record (owning shares in your own name), your name will be verified against the list of registered stockholders on the record date prior to your being admitted to the annual meeting.

If you are not a stockholder of record but hold shares through a broker or nominee (in street name), you should provide proof of beneficial ownership on the record date, such as a recent account statement or a copy of the voting instruction card provided by your broker or nominee.

On the day of the meeting, each stockholder will be required to present a valid picture identification such as a driver's license.

Note: In view of the COVID-19 pandemic and as part of our priority to protect the health and safety of the public and our team members, we will be following local public health guidelines. Masks are required in public indoor spaces. In addition, we require advance notice of physical attendance to ensure we do not exceed any applicable gathering restrictions. Since seating will be limited, we ask stockholders to call 425- 463-4000 or send an email to the Company at rob.benson@itex.com to make a reservation for the meeting. When making your reservation, please give your full name, company name and address. If you do not make a reservation, you may not be provided entry into the meeting due to limited space.

DIRECTOR NOMINEES

Three individuals will be nominated for election as directors at the Annual Meeting. Directors elected at the annual meeting will hold office until the next annual meeting or until their successors have been elected and qualified. Each of the three nominees for director is currently a director of the Company.

Eric Best

Age: 50

Director since: 2003

Eric Best has served as Chief Executive Officer at Sound Commerce since April 2018. Mr. Best served as Chief Strategy Officer of CommerceHub from January 2015 to August 2016. Mr. Best founded and served as Chief Executive Officer of Mercent Corporation from 2005 to January 2015. Mercent Corporation, a SaaS company that enables retailers

to sell through online merchandising channels, was acquired by CommerceHub in January 2015.

Mr. Best has more than 25 years of executive operating experience in SaaS and consumer marketing technology. Mr. Best is an established technology executive, founding six successful product and service companies throughout his career. With entrepreneurial, executive, finance and board-level experience in the technology sector, Mr. Best brings to the Board substantial knowledge and meaningful insight into the branding, commercialization, software development, financial and capital-related issues companies face.

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