Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 30, 2023

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-31157	23-2507402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code

(610) 646-9800

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ISSC	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company. ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           ¨

Item 1.01.

Entry into a Material Definitive Agreement.

On August 30, 2023, the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of September 12, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, to extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on September 10, 2024.

The extension of the Final Expiration Date under the Rights Agreement was entered into to promote the fair and equal treatment of all Company shareholders and ensure that no person or group can gain control of the Company through open market accumulation or other tactics without paying a control premium. In addition, extending the Rights Agreement will help to ensure that the Board has sufficient time to exercise its fiduciary duties to make informed judgments about the actions of third parties and to permit the Board to assess any such actions in light of the best interests of the Company and allow the Board to protect its ability to continue to pursue its long-term strategic objectives.

The following description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 3.03.

Material Modification of Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
4.1	Amendment to Rights Agreement, dated as of September 1, 2023, between Innovative Solutions and Support, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INNOVATIVE SOLUTIONS AND SUPPORT, INC.

Date:	September 1, 2023	By:	/s/ Michael Linacre
			Michael Linacre
			Chief Financial Officer

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

This Amendment to Rights Agreement (this “Amendment”), is entered into as of September 1, 2023, by and between Innovative Solutions and Support, Inc., a Pennsylvania corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”). Capitalized herms used and not otherwise defined herein have the meanings given to them in that certain Rights Agreement, dated as of September 12, 2022, by and between the Company and the Rights Agent (“Rights Agreement”).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;

WHEREAS, the Company desires to amend the Rights Agreement to extend the Final Expiration Date; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, by action of the Board, amend the Rights Agreement without the approval of any holders of Right Certificates in any manner in which the Company deems necessary or advisable, including in order to extend the Final Expiration Date.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Company and the Rights Agent hereby agree as follows.

Amendment to Section 1(v). The date set forth in the definition of “Final Expiration Date” contained in Section 1(v) of the Rights Agreement shall be deleted and replaced with “September 10, 2024” and each other reference to “September 12, 2023” contained in the Rights Agreement and the exhibits thereto shall be replaced with “September 10, 2024”.

Ratification of Rights Agreement. Except as expressly provided herein, the Rights Agreement is not being amended, modified or supplemented in any respect, and it remains in full force and effect.

Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction shall materially affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth applicable to contracts to be made and performed entirely within such Commonwealth, except as otherwise indicate in Section 32 of the Rights Agreement.

Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written.

	INNOVATIVE SOLUTIONS AND SUPPORT, INC.

	By:	/s/ Michael Linacre
	Name:	Michael Linacre
	Title:	Chief Financial Officer

	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

	By:	/s/ John P. Dunn
	Name:	John P. Dunn
	Title:	Sr. Vice President

[Signature Page to Amendment to Rights Agreement]

Cover	Aug. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2023
Entity File Number	0-31157
Entity Registrant Name	INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Entity Central Index Key	0000836690
Entity Tax Identification Number	23-2507402
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	720 Pennsylvania Drive
Entity Address, City or Town	Exton
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19341
City Area Code	610
Local Phone Number	646-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ISSC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false