ITEX Corporation

a Nevada Corporation

15900 SE Eastgate Way, Suite 100

Bellevue, WA 98008

  1. 463-4000www.itex.com

feedback@itex.com

SIC Code: 7389

Quarterly Report

For the Period Ending: January 31, 2022

(the "Reporting Period")

As of January 31, 2022, the number of shares outstanding of our Common Stock was:

1,721,6911

As of October 31, 2021, the number of shares outstanding of our Common Stock was:

1,696,6911

As of July 31, 2021, the number of shares outstanding of our Common Stock was:

1,696,6911

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes No

Indicate by check mark whether the company's shell status has changed since the previous reporting period: Yes No

Indicate by check mark whether a Change in Control of the company has occurred over this reporting period: Yes No

1 Includes unvested restricted stock.

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Cautionary Statement Regarding Forward-Looking Statements

In addition to current and historical information, this Quarterly Report contains forward-looking statements. These statements relate to our future operations, prospects, potential products, services, developments, business strategies or our future financial performance. Forward-looking statements reflect our expectations and assumptions only as of the date of this report and are subject to risks and uncertainties. Actual events or results may differ materially. We have included a discussion of certain risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements in the section titled "Risk Factors" filed with our Annual Report, posted with the OTC Disclosure and News Service on October 15, 2021 ("Annual Report"). We undertake no obligation to update or revise publicly any forward-looking statement after the date of this report, whether as a result of new information, future events or otherwise.

  1. Name of the Issuer and its predecessors (if any)
    ITEX Corporation (referred to as "ITEX" or the "Company") was incorporated on October 1, 1985 in the state of Nevada. ITEX's current standing in the state of Nevada is active.

The Company was incorporated as Magneto-Electric Company on October 1, 1985, and its name changed to B.I.G Enterprises Inc. the same day. The Company changed its name to ITEX Barter Systems, Inc. on May 19, 1986, and to ITEX Corporation on April 12, 1991.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors: None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

A cash dividend in the amount of $0.10 per share was paid on June 15, 2021 and on December 15, 2021.

The address(es) of the issuer's principal executive office and principal place of business:

Check box if principal executive office and principal place of business are the same address:

15900 SE Eastgate Way, Suite 100

Bellevue, WA 98008

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years: Yes No

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2) Security Information

Trading Symbol:

ITEX

Exact title and class of securities outstanding:

Common Stock

CUSIP:

465647501

Par or stated value:

$0.01 per share

Total shares authorized:

9,000,000 as of January 31, 2022

Total shares outstanding:

1,721,6912 as of January 31, 2022

Number of shares in the Public Float:

622,411 as of January 31, 2022

Total number of shareholders of record:

12 as of January 31, 2022

Additional classes of securities:

Trading Symbol:

None

Exact title and class of securities:

Preferred Stock

CUSIP:

None

Par or stated value:

$0.01 per share

Total shares authorized:

5,000,000 as of January 31, 2022

Total shares outstanding:

None as of January 31, 2022

Transfer Agent:

OTR, Inc.

1050 SW 6th Avenue, Ste 1230

Portland, OR 97204-1143

Phone: (503) 225-0375

Email: otr@otrtransfer.com

Is the Transfer Company registered under the Exchange Act? Yes No

3) Issuance History

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:

The following table sets forth any events that resulted in direct changes to the total shares outstanding by the Company in the past two completed fiscal years and any subsequent interim period. Disclosure under this item includes, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services.

2 Includes unvested restricted stock.

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Number of Shares

Opening Balance:

outstanding as of

Common: 1,681,568

July 31, 2019

Preferred: 0

Date of

Transaction

Number of

Class of

Value of

Were the

Individual/

Reason for share

Restricted or

Exemption

Transaction

type

Shares

Securities

shares

shares

Entity Shares

issuance OR

Unrestricted

or

Issued (or

issued

issued at a

were issued

Nature of

as of this

Registration

cancelled)

($/per

discount to

to

Services

filing?

Type?

share) at

market

Provided

Issuance

price at the

time of

issuance?

08-22-19

Share

(3,300)

Common

$4.30

No

N/A

N/A

N/A

N/A

buybacks/

cancellations

04-06-20

New issuance

27,000

Common

$3.50

No

Steven

Executive

Restricted

Exempt

White

compensation

Rule 701

12-21-2020

Reverse split

(109,061)

Common

$4.50

No

N/A

N/A

N/A

N/A

Share

buyback

02-10-21

Share

(1,300)

Common

$4.50

No

N/A

N/A

N/A

N/A

buybacks/

cancellations

05-21-21

New issuance

150,000

Common

$4.27

No

Robert

Executive

Restricted

Exempt

Benson

compensation

Rule 701

05-21-21

New issuance

6,714

Common

$4.27

No

John Wade

Executive

Restricted

Exempt

compensation

Rule 701

07-26-21

Share

(54,930)

Common

$4.75

No

N/A

N/A

N/A

N/A

buybacks/

cancellations

11-02-21

New issuance

25,000

Common

$4.43

No

Steven

Executive

Restricted

Exempt

White

Compensation

Rule 701

Shares

Ending Balance:

outstanding on

Common: 1,721,691

January 31, 2022

Preferred: 0

In December 2013, stockholders approved the adoption of the ITEX Corporation 2014 Equity Incentive Plan (the "2014 Plan"), pursuant to which 400,000 shares of common stock were authorized for issuance. The 2014 Plan provided for the awards of restricted stock, restricted stock units, and other awards including unrestricted stock awards, stock bonuses, or the payment of cash for bonuses or in settlement of restricted stock unit awards to the Company's employees, directors, officers, or consultants.

During the years ended July 31, 2021 and 2020, the Company issued 156,714 and 27,000 shares respectfully, under the 2014 Plan to executive officers. The fair value of these shares as of the grant date was $669,168 and $94,500, respectively. During the six-month period ending January 31, 2022, the Company issued 25,000 shares under the 2014 Plan to an executive officer. The fair value of the shares as of the grant date was $110,750. The issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated thereunder.

In January 2022, stockholders approved the adoption of the ITEX Corporation 2022 Equity Incentive Plan (the "2022 Plan"), pursuant to which 300,000 shares of common stock were authorized for issuance. No shares remain available for issuance under the 2014 Plan. The 2022 Plan provides for the awards of restricted stock, restricted stock units, and other awards including unrestricted stock awards, stock

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bonuses, or the payment of cash for bonuses or in settlement of restricted stock unit awards to the Company's employees, directors, officers, or consultants.

B. Debt Securities, Including Promissory and Convertible Notes

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

4) Financial Statements

A. The following financial statements were prepared in accordance with:

  1. U.S. GAAP IFRS

  2. The financial statements for this reporting period were prepared by:
    John Wade
    Chief Financial Officer
    The unaudited consolidated financial statements for the three and six months ended January 31, 2022

and 2021, are attached, starting on page 12.

5) Issuer's Business, Products and Services

  1. Summarize the issuer's business operations:

ITEX Corporation operates a marketplace in which products and services are exchanged by our members utilizing ITEX dollars ("ITEX dollars"). ITEX dollars are only usable by member businesses (our "members") to acquire products and services without exchanging cash. We service our member businesses through our franchise network (individually, "franchisee" and together, the "Franchise Network") in the United States and Canada. We administer the marketplace and provide record-keeping and payment transaction processing services for our members. We generate revenue by charging percentage-based transaction fees, association fees, and other fees assessed in United States dollars and Canadian dollars where applicable (collectively and as reported on our financial statements, "USD" or "Cash").

  1. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of their business contact information for the business, officers, directors, managers, or control persons:

ITEX has one subsidiary, BXI Exchange, Inc, a Delaware corporation. Our Chairman, Steven White, serves as sole director and executive officer.

C. Describe the issuer's principal products or services, and their markets:

Member Transactions. We provide a platform for our members to purchase from and sell their products and services to other members using ITEX dollars instead of USD. An ITEX dollar is an accounting unit used to record the value of transactions as determined by our members. ITEX dollars are not intended to constitute legal tender, securities, or commodities, are not redeemable for or convertible into USD, and have no readily determinable correlation to USD. ITEX dollars may only be used in the manner and for the purpose set forth in our Member Agreement and the Marketplace Rules.

- 5 -

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Itex Corporation published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 21:26:16 UTC.