ISSC Innovative Solutions and Support Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 16, 2024

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania	001-41503	23-2507402
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

 

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

 

(610) 646-9800

(Registrant’s telephone number, including area code)

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors

 

On May 16, 2024, Major General Garry C. Dean joined the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the “Company”) as an independent director for a term until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal.

 

Maj. General Dean retired as the Director of the National Guard Bureau (NGB) Joint Staff in the Pentagon, supporting Army and Air National Guard policy, missions and operations in the 54 US states, territories, and the District of Columbia. A graduate of the US Air Force Academy and a former F-15 pilot, Maj. General Dean had a distinguished military career including commanding and leading a combat deployment of the 142 Fighter Wing in Portland Oregon. Maj. General Dean is rated as a command pilot and has over 4,000 flight hours in the T-37, T-38 and F-15 airframes. Maj. General Dean currently serves President of Peduzzi Associates, Ltd., Senior Advisor to Vita Inclinata Technologies, and Vice-Chair of the Community Oversight Board of the Arlington County Police, Virginia.

 

There are no family relationships between Maj. General Dean and any director or executive officer of the Company, and Maj. General Dean does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Maj. General Dean has not entered into, and no grant or award has been made to, Maj. General Dean under any material plan, contract or arrangement of the Company in connection with his appointment.

 

Maj. General Dean will participate in the standard non-employee director compensation arrangements established by the Company, as described under the section entitled “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 5, 2024.

 

Item 8.01 Other Events.

 

On May 16, 2024, the Company issued a press release announcing the appointment of Maj. General Dean as director. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number	Description
99.1	Press Release, dated May 16, 2024.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.

 

 

SIGNATURE

 

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

 

	INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Date: May 16, 2024	By:	/s/ Jeffrey DiGiovanni
		Jeffrey DiGiovanni
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

Innovative Solutions & Support, Inc. Appoint New Board Member

 

EXTON, Pa. – May 16, 2024 – (BUSINESS WIRE) Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) is pleased to announce the appointment of Major General Garry Dean to its Board of Directors as an independent director, effective immediately. Maj. General Dean will stand for election at the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified or until his earlier, death, disqualification, resignation, or removal. With Maj. General Dean’s appointment, the IS&S Board has been expanded to five directors.

 

Maj. General Dean retired as the Director of the National Guard Bureau (NGB) Joint Staff in the Pentagon, supporting Army and Air National Guard policy, missions and operations in the 54 US states, territories and the District of Columbia. A graduate of the US Air Force Academy and a former F-15 pilot, Maj. General Dean had a distinguished military career including commanding and leading a combat deployment of the 142 Fighter Wing in Portland Oregon. Maj. General Dean is rated as a command pilot and has over 4,000 flight hours in the T-37, T-38 and F-15 airframes. Maj. General Dean currently serves as President of Peduzzi Associates, Ltd., Senior Advisor to Vita Inclinata Technologies, and Vice-Chair of the Community Oversight Board of the Arlington County Police, Virginia.

 

“We are honored to welcome an industry veteran of Major General Dean’s caliber to the IS&S Board,” said Glen Bressner, Chairman of the Board. “His appointment demonstrates IS&S’s commitment to ensuring our board is composed of directors with relevant skills and expertise to oversee the execution of IS&S’s strategy, and we are confident he will be a valuable addition to the board.”

 

Dr. Shahram Askarpour, the Company’s Chief Executive Officer said, “I have great respect for Garry’s experience and expertise in military aviation and government relations, and all of us on the board are looking forward to working with him.”

 

About Innovative Solutions & Support, Inc.

 

Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator that designs and manufactures flight guidance and cockpit display systems for Original Equipment Manufacturers (OEMs) and retrofit applications. The Company supplies integrated Flight Management Systems (FMS), Auto-Throttle Systems and advanced GPS receivers for precision low carbon footprint navigation.

 

 

 

FORWARD LOOKING STATEMENT DISCLAIMER

 

In addition to the historical information contained herein, this press release contains “forward-looking statements” within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this press release, the words “anticipates,” “believes,” “may,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “forecasts,” “expects,” “plans,” “could,” “should,” “would,” “is likely”, “projected”, “might”, “potential”, “preliminary”, “provisionally”, “look forward” and similar expressions, as they relate to the business or to its management, are intended to identify forward-looking statements, but they are not exclusive means of identifying them. All forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation; statements about: our expected benefits from the appointment of a new director Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the Company’s ability to efficiently integrate acquired and licensed product lines, including the Honeywell product lines, into its operations; a reduction in anticipated orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; an inability to perform customer contracts at anticipated cost levels; and other factors that generally affect the economic and business environments in which the Company operates. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and subsequent reports filed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking

 

 

v3.24.1.1.u2

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-41503
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

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